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PART IV
<br /> STANDARD TERMS AND CONDITIONS
<br /> Page 2 of 2
<br /> 14. INDEMNITIES. Clark Dietz agrees,to the fullest extent permitted by law,to indemnify and hold harmless the Client,its ofticers,
<br /> directors and employees against all damages,liabilities or costs,including reasonable attorneys'fees and defense costs,to the extent caused by
<br /> Clark Dietz'negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom Clark
<br /> Dietz is legally liable.
<br /> The Client agrees,to the fullest extent permitted by law,to indemnify and hold harmless Clark Dietz,its officers,directors,employees and
<br /> subconsultants against all damages,liabilities or costs,including reasonable attomeys'fees and defense costs,to the extent caused by the
<br /> Client's negligent acts in connection with the Project and that of its contractors,subcontractors or consultants or anyone for whom the Client
<br /> is legally liable.
<br /> Neither the Client nor Clark Dietz shall be obligated to indemnify the other party in any manner whatsoever for the other party's own
<br /> negligence.
<br /> 15. LIMITATIONS OF LIABILITY. No employee or agent of Clark Dietz shall have individual liability to Client. Client agrees that,to
<br /> the fullest extent permitted by law,Clark Dietz'total liability to Client for any and all injuries,claims,losses,expenses or damages whatsoever
<br /> arising out of or in any way related to the Project or this Agreement from any causes including,but not limited to,Clark Dietz'negligence,
<br /> error,omissions,strict liability,or breach of contract shall not exceed the total compensation received by Clark Dietz under this Agreement or
<br /> Ten Thousand Dollars($10,000),whichever is greater.
<br /> 16. ACCESS. Client shall provide Clark Dietz safe access to the project site necessary for the performance of the services.
<br /> 17. ASSIGNMENT. The rights and obligations of this Agreement cannot be assigned by either party without written permission of the
<br /> other party. This Agreement shall be binding upon and insure to the benefit of any permitted assigns.
<br /> (8. HAZARDOUS MATERIALS. Clark Dietz and Clark Dietz'consultants shall have no responsibility for discovery,presence,handling,
<br /> removal or disposal of or exposure of persons to hazardous materials in any form at the project si[e,including but not limited to asbestos,
<br /> asbestos products,polychlorinated biphenyl(PCB)or other toxic substances. [f required by law,the dient shall accomplish all necessary
<br /> inspections and testing to determine the type and extent,if any,of hazardous materials at the project site. Prior to the start of services,or at the
<br /> earliest time such information is learned, it shall be the duty of the Client to advise Clark Dietz(in writing) of any known or suspected
<br /> hazardous materials. Removal and proper disposal of all hazardous materials shall be the responsibility of the Client.
<br /> 19. REMODEL[NG AND RENOVATION. For Clark Dietz' services provided to assist the Client in making changes to an existing
<br /> facility,the Client shall furnish documentation and information upon which Clark Dietz may rely for its accuracy and completeness.Unless
<br /> specifically authorized or confirmed in writing by the Client,Clark Dietz shall not be required to perform or have others perform destructive
<br /> testing or to investigate concealed or unknown conditions. The Client shall indemnify and hold harmless Clark Dietz, Clark Dietz'
<br /> consultants, and their employees from and against claims, damages, losses and expenses which arise as a result of documentation and
<br /> information furnished by the Client.
<br /> 20. CLIENT'S CONSULTANTS. Contracts between the Client and other consultants retained by Client for the Project shall require the
<br /> consultants to coordinate their drawings and other instruments of service with those of Clark Dietz and to advise Clark Dietz of any potential
<br /> conflict. Clark Dietz shall have no responsibility for the components of the project designed by the C1ienYs consultants. The Client shall
<br /> indemnify and hold harmless Clark Dietz,Clark Dietz'consultants and their employees from and against claims,damages,losses and expenses
<br /> arising out of services performed Yor this project by other consultants of the Client.
<br /> 21. NO WAIVER. No waiver by either party of any default by the other party in the performance of any particular section of this
<br /> Agreement shall invalidate another section of this Agreement or operate as a waiver of any future default,whether like or different in character.
<br /> 22. SEVERAB[LITY. The various terms,provisions and covenants herein contained shall be deemed to be separate and severable,and the
<br /> invalidity or unenforceability of any of them shall not affect or impair the validity or enforceability of the remainder.
<br /> 23. STATUTE OF L[M[TATION. To the fullest extent permitted by law,parties agree that,except for claims for indemnification,the time
<br /> period for bringing claims under this Agreement shall expire one year after Project Completion.
<br /> 24. D[SPUTE RESOLUTION. In the event of a dispute arising out oF or relating to this Agreement or the services to be rendered
<br /> hereunder,Clark Dietz and the Client agree to attempt to resolve such disputes in the following manner: First,the parties agree to attempt to
<br /> resolve such disputes through direct negotiations between the appropriate representatives of each party. Second,if such negotiations are not
<br /> fully successful,the parties agree to attempt to resolve any remaining dispute by formal nonbinding mediation conducted in accordance with
<br /> rules and procedures to be agreed upon by the parties.
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