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Vill. 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, it 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 />termination, we shall be paid for services performed to the termination 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 />GIVE is protected by Workers' Compensation Insurance (andeor employer's liability insurance) and by public liability
<br />insurance for bodily injury and properly damage, and will furnish certificates of insurance upon request. If the Client
<br />requests increased insurance coverage, GME will lake 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. GIVE 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 to an
<br />amount not to exceed 520,000 or the lee, 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 indemnity or 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 />Under no circumstances shall GME be liable for extra costs or other consequences due to "changed conditions" or for
<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 hen will be prepared and filed in accordance with pertinent laws of the state.
<br />XIV. GME Consultants, Inc. Is an equal opportunity employer.
<br />XV Tax on Services
<br />f ne amount of any excise, VAT, or gross receipts tax (local, state or federal) that maybe imposed, shall be additional com-
<br />pensalion to the actual billings for service, and the client agrees that he shall pay the lull amount of billings plus the tax.
<br />nM[enxouLTaxT4 INC
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