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CDM. <br /> Smith <br /> Page 5 <br /> Terms and Conditions Applicable to Emergency Response Plans <br /> The parties acknowledge and agree that the Performance of a Risk Assessment and <br /> assessment and development of an emergency response plan will not address or eliminate <br /> all risk to the Utility's facility from natural hazards or malevolent acts.The parties further <br /> acknowledge and agree that managing the security of information technology and <br /> operational technology systems (including hardware and software) is a continuously <br /> evolving endeavor. New threats arise every day as malevolent actors are continuously <br /> developing new strategies to defeat existing security systems and gain both physical and <br /> electronic access to systems. No security system exists that can protect against all <br /> intrusion. <br /> The parties acknowledge and agree that any deficiencies or weaknesses in Utility's facilities <br /> identified by CDM Smith and the implementation of any recommended changes is meant to <br /> reduce vulnerability thereby decreasing overall risk but will not eliminate the risk entirely. <br /> The following terms and conditions apply the ERP services and any additional or subsequent <br /> services performed by or on behalf of CDM Smith Inc. <br /> 1. LIMITATION OF LIABILITY <br /> IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR(1) LOST PROFITS; (2) <br /> LOSS OF BUSINESS; (3)LOSS OF DATA OR INTERRUPTION OF CORRUPTIUON OF DATA;OR <br /> (4) FOR INCIDENTAL,CONSEQUENTIAL,INDIRECT,OR SPECIAL DAMAGES,EVEN IF IT HAS <br /> BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S SOLE LIABILITY <br /> TO THE OTHER PARTYY IF ANY, FOR ANY AND ALL DAMAGES UNDER THIS AGREEMENT <br /> SHALL IN NO EVENT EXCEED THE FEES PAID OR THE FEES WHICH SHOULD HAVE BEEN <br /> PAID BY THE UTILITY TO CDM SMITH UNDER THE APPLICABLE STATEMENT OF WORK AT <br /> THE TIME THE CLAIM WAS MADE. NEITHER PARTY MAY COMMENCE ANY ACTION OR <br /> PROCEEDING UNDER THIS AGREEMENT, REGARDLESS OF FORM, MORE THAN TWO (2) <br /> YEARS AFTER THE DATE THE CAUSE OF ACTION OCCURRED. IF UNDER THE LAW RULED <br /> APPLICABLE TO THIS AGREEMENT ANY PART OF THIS SECTION IS INVALID,THEN EACH <br /> PARTY LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW. <br /> 2. DISCLAIMER OF ALL WARRANTIES <br /> CDM SMITH DOES NOT MAKE ANY AND HEREBY DISCLAIMS ALL WARRANTIES,WHETHER <br /> EXPRESS,STATUTORY OR IMPLIED,INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR <br /> FITNESS FOR A PARTICULAR PURPOSE. <br /> tat <br /> Emergency Response Plan-Scope of Work and Fee <br />