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<br />Exhibit A – GENERAL CONTRACT PROVISIONS FOR ENVIRONMENTAL INVESTIGATION, REMEDIATION OR ASSESSMENT 02.12.20 - MN
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<br />ARTICLE 12 – INDEMNIFICATION
<br />The Consultant agrees to indemnify and hold the Client harmless from any damage, liability or c ost to the
<br />extent caused by the Consultant’s negligence or willful misconduct.
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<br />The Client agrees to indemnify and hold the Consultant harmless from any damage, liability or cost to the
<br />extent caused by the Client’s negligence or willful misconduct.
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<br />ARTICLE 13 – WAIVER OF CONSEQUENTIAL DAMAGES
<br />Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither
<br />the Client nor the Consultant, their respective officers, directors, partners, employees, contractors or
<br />subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or
<br />consequential damages arising out of or connected in any way to the Project or to this Agreement. This
<br />mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss
<br />of business, loss of income, loss of reputation and any other consequential damages that either party may
<br />have incurred from any cause of action including negligence, strict liability , breach of contract and breach
<br />of strict or implied warranty. Both the Client and the Consultant shall require similar waivers of consequential
<br />damages protecting all the entities or persons named herein in all contracts and subcontracts with others
<br />involved in this project. This mutual waiver shall apply even if the damages were foreseeable and regardless
<br />of the theory of recovery plead or asserted.
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<br />ARTICLE 14 – WAIVER OF CLAIMS FOR PERSONAL LIABILITY
<br />It is intended by the parties to this Agreement that Consultant’s services shall not subject Consultant’s
<br />employees, officers or directors to any personal legal exposure for the risks associated with this Agreement.
<br />Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the
<br />Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against
<br />Consultant, and not against any of Consultant’s individual employees, officers or directors.
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<br />ARTICLE 15 – ASSIGNMENT
<br />Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the
<br />Agreement nor any claims that may arise from services or payments due under the Agreement without the
<br />written consent of the other Party. Any assignment in violation of this provision shall be null and void.
<br />Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor
<br />of a third party against either the Consultant or Client. This Agreement is for the exclusive benefit of
<br />Consultant and Client and there are no other intended beneficiaries of this Agreement.
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<br />ARTICLE 16 – CONFLICT RESOLUTION
<br />In an effort to resolve any conflicts that arise during the design or construction of the project or following
<br />the completion of the project, the Client and Consultant agree that all disputes between them arising out of
<br />or relating to this Agreement shall be submitted to nonbinding mediation as a precondition to any formal
<br />legal proceedings.
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<br />ARTICLE 17 – CONFIDENTIALITY
<br />The Consultant agrees to keep confidential and not to disclose to any person or entity, other than the
<br />Consultant’s employees, subconsultants and the general contractor and subcontractors, if appropriate, any
<br />data and information furnished to the Consultant and marked CONFIDENTIAL by the Client. These
<br />provisions shall not apply to information in whatever form that comes into the public domain, nor shall it
<br />restrict the Consultant from giving notices required by law or complying with an order to provid e information
<br />or data when such order is issued by a court, administrative agency or other authority with proper
<br />jurisdiction, or if it is reasonably necessary for the Consultant to complete services under the Agreement or
<br />defend itself from any suit or claim.
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<br />ARTICLE 18 – LIMITATION OF LIABILITY
<br />To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total
<br />liability, in the aggregate, of the Consultant and the Consultant's officers, directors, partners, employees
<br />and subconsultants, and any of them, to the Client and anyone claiming by or through the Client, for any
<br />and all claims, losses, costs or damages, including attorneys' fees and costs and expert -witness fees and
<br />costs of any nature whatsoever or claims expenses resulting from or in any way rel ated to the project or
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