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VIII. Resolution of Disputes
<br /> All claims, disputes and other matters in controversy arising out of or in any way related to this agreement will be
<br /> submitted to Alternative Dispute Resolution (ADR)before and as a condition precedent to other remedies provided by
<br /> law. If and to the extent we have agreed on methods for resolving such disputes,then such methods will be set forth in
<br /> the"Alternative Dispute Resolution Agreement"which, if attached, is incorporated into and made a part of this agree-
<br /> ment. If no specific ADR procedures are set forth in the agreement, then it shall be understood that the parties shall
<br /> submit disputes to mediation as a condition precedent to litigation.
<br /> If a dispute at law arises from matters related to the services provided under this agreement and that dispute requires
<br /> litigation instead of ADR as provided above,then:
<br /> 1) the claim will be brought and tried in the judicial jurisdiction of the court where our principal place of
<br /> business is located and the client waives the right to remove the action to any other judicial jurisdiction,and
<br /> 2) the prevailing party will be entitled to recover all reasonable costs incurred, including staff time, court
<br /> costs,attorney's fees,and other claim-related expenses.
<br /> IX. Termination
<br /> This agreement may be terminated by either party upon seven(7)days written notice in the event of substantial failure
<br /> by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that
<br /> substantial failure has been remedied before expiration of the period specified in the written notice. In the event of
<br /> terminationTwe shall—be_paid_for_services_pErf-ormed_io_the—tefmination_notice date plus reasonable termination
<br /> expenses.
<br /> In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contem-
<br /> plated by this agreement,we may complete such analyses and records as are necessary to complete our files and may
<br /> also complete a report on the services performed to the date of notice of termination or suspension.The expenses of
<br /> termination or suspension shall include all our direct costs in completing such analyses, records and reports.
<br /> X. Assigns
<br /> Neither the client nor our firm may delegate,assign,sublet or transfer its duties or interest in this agreement without the
<br /> written consent of the other party. If the client requests GME to readdress the report to another party or parties,there will
<br /> be a charge of$2,000.00 plus copying costs for each party to whom the report is readdressed.
<br /> GME is protected by Workers' Compensation Insurance (and/or employer's liability insurance) and by public liability
<br /> insurance for bodily injury and property damage,and will furnish certificates of insurance upon request. If the Client
<br /> requests increased insurance coverage,GME will take out additional insurance, if obtainable,at the Client's expense,
<br /> but shall have no liability beyond the limits and conditions of the insurance coverage.
<br /> XI. Limitation of Liability
<br /> • The Client recognizes the inherent risks connected with construction and the potential for variations in subsurface
<br /> conditions.
<br /> In performing its professional services, GME will use not less than that degree of care and skill ordinarily exercised,
<br /> under similar circumstances,by members of its profession practicing in the same or similar locality.No other warranty,
<br /> express or implied,is made or intended by the proposal for consulting services or by furnishing oral or written reports of
<br /> the finding made,and this statement may not be modified except in writing by authorized signature.
<br /> In the event that GME would be held liable for damage due to professional negligence,such liability will be limited town
<br /> amount not to exceed $20,000 or the fee, whichever is greater. In the event that Client does not wish to limit GME's
<br /> professional liability, GME agrees to waive this limitation upon written notice from the-Client received within five (5)
<br /> days after the date this agreement is fully executed,and the Client agrees to pay an additional consideration equivalent
<br /> to ten percent (10%) of the total fee, said consideration to be called "Waiver of Limitation of Professional Liability
<br /> Charge."This charge will in no way be construed as being a charge for insurance of any type but will be increased
<br /> consideration for greater risk involved in performing work for which there is no limitation of liability.
<br /> Further, Client agrees to notify any contractor or subcontractor who may perform work in connection with any design,
<br /> report or study prepared by GME of such limitation of professional liability, and to require as a condition to their
<br /> performing_their_work,_a_like indemnityor limitation on their part as against GME. In the event the Client fails to obtain a
<br /> like limitation of liability,client agrees to indemnify GME for any excess liability to any third person.
<br /> costs related to the failure of others to install materials or perform work in accordance with the plans and specifications.
<br /> XII. Hazardous Waste Indemnification
<br /> For services involving or relating to hazardous waste elements of this Agreement, it is agreed that the Owner shall
<br /> indemnify and hold harmless GME Consultants, Inc. and its agents and employees from and against all claims,
<br /> damages, losses, and expenses, direct and indirect, or consequential damages, including but not limited to fees and
<br /> charges of attorneys and court and arbitration costs, arising out of or resulting from the performance of the work by
<br /> GME,or claims against GME arising from the work of others, related to hazardous waste.
<br /> The above indemnification provision extends to claims against GME consultants, Inc.which arise out of,are related to,
<br /> or are based upon,the dispersal,discharge,escape, release or saturation of smoke,vapors,soot,fumes,acids,alkalis,
<br /> toxic chemicals,liquids,gases or any other material,irritant,contaminant or pollutant in or into the atmosphere,or on,
<br /> onto, upon, in or into the surface or surfaces (a) soil, (b) water or watercourses, (c) objects, or (d) any tangible or
<br /> intangible matter,whether sudden or not.
<br /> XIII. Lien Rights
<br /> GME hereby gives notice that it retains the right to submit a lien against the subject property in the event of non-
<br /> payment of invoices.The lien will be prepared and filed in accordance with pertinent laws of the state.
<br /> MIL GME Consultants, Inc.is an equal opportunity employer.
<br /> XV. Tax on Services
<br /> The amount of any excise,VAT,or gross receipts tax(local,state or federal)that may be imposed,shall be additional com-
<br /> pensation to the actual billings for service,and the client agrees that he shall pay the full amount of billings plus the tax.
<br /> GME CONSULTANTS,INC.
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