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. finaracial conditions, economic feasibility or schedules will not vary from EES' opinions, analyses, projections or
<br /> estimates.
<br /> 3. Access to Facilities and Property. The CLIENT will make its facilities accessible to EES as required for EES'
<br /> performance of its services and will provide labor and safety equipment as required by EES for such access. CLIENT
<br /> will perform, at no cost to EES, such tests of equipment, machinery, pipelines and other components of the CLIENT's
<br /> facilities as may be required in connection with EES'services, unless other arrangements are agreed upon in writing.
<br /> CLIENT will be responsible for all acts of CLIENT's agents or personnel.
<br /> 4. Advertisements, Permits, Access. Unless otherwise agreed to in the Scope of Services, the CLIENT will
<br /> obtain, arrange and pay for all advertisements for bids, permits and licenses required by local, state, province or
<br /> federal authorities,and land, easements, rights-of-way and access necessary for EES'services.
<br /> 5. Relationship of Parties, No Third-Party Beneficiaries. EES is an independent contractor under this '�
<br /> Agreement. This Agreement gives no rights or benefits to anyone not named as a party to this Agreement, and there ,
<br /> are no third party beneficiaries to this Agreement.
<br /> 6. Subcontracts. EES may use the services of independent contractors to perform a portion of its obligations
<br /> under this Agreement. Services performed by independent contractors will be billed to CLIENT by EES at actual cost
<br /> plus ten percent(10%).
<br /> EES will comply with CLIENT's directives in utilizing the services of owner-specified contractors and/or minority
<br /> and women owned businesses on the Project. The liability of EES arising from the work of its subcontractors will be
<br /> limited to proceeds available from its subcontractors' insurance(s)to the extent permitted by law.
<br /> 7. Insurance.
<br /> a. Insurance of EES. EES will maintain throughout the performance of this Agreement the following types and
<br /> amounts of insurance:
<br /> i. Worker's Compensation and Employer's Liability Insurance as required by applicable state or federal law.
<br /> ii. Comprehensive Vehicle Liability Insurance covering personal injury and properry damage claims arising
<br /> from the use of motor vehicles with combined single limits of$1,000,000.
<br /> iii. Commercial General Liabiliry Insurance covering claims for personal injury and properry damage with
<br /> combined single limits of$1,000,000.
<br /> iv. Professional Liability(Errors and Omissions, on a claims-made basis) Insurance with limits of$1,000,000.
<br /> v. EES agrees to name the City of Decatur as"additional insured" on coverages ii and iii above with regards
<br /> to the work undertaken in this study and to provide the City of Decatur with current proof of insurance for
<br /> all coverages mentioned above during the life of this agreement.
<br /> b. Interpretation. Notwithstanding any other provision(s) in this Agreement, nothing shall be construed or
<br /> enforced so as to void, negate or adversely affect any otherwise applicable insurance held by any party to this
<br /> Agreement.
<br /> 8. Mutual Indemnification. EES agrees to indemnify and hold harmless CLIENT and its employees from and
<br /> against any and all loss, cost, damage, or expense of any kind and nature (including, without limitation, court costs,
<br /> expenses, and reasonable attorneys' fees) arising out of injury to persons or damage to property (including, without
<br /> limitation, property of CLIENT, EES, and their respective employees, agents, licensees, and representatives) in any
<br /> manner caused by the negligent acts or omissions of EES in the performance of its work pursuant to or in connection
<br /> with this Agreement to the extent of EES'proportionate negligence, if any.
<br /> CLIENT agrees to indemnify and hold harmless EES and its employees from and against any and all loss, cost,
<br /> damage, or expense of any kind and nature (including without limitation, court costs, expenses and reasonable
<br /> attorneys' fees) arising out of injury to person(s) or damage to properry (including, without limitation, properry of
<br /> CLIENT, EES, and their respective employees, agents, licensees and representatives) in any manner caused by the
<br /> negligent acts or omissions of CLIENT or other(s) with whom CLIENT contracts ("CLIENT's agents") to perform work
<br /> pursuant to or in connection with this Agreement, to the extent of CLIENT's or CLIENT's agents proportionate
<br /> negligence, if any.
<br /> 9. Interpretation. Releases from, indemnifications against, limitations on, and assumptions of liability and
<br /> limitations on remedies expressed in this Agreement shall apply even in the event of breach of contract or warranty,
<br /> fault, or tort including negligence, strict liability, statutory or any other cause of action (except for willful or reckless
<br /> disregard of obligations)of the party released or indemnified, or whose liability is limited or assumed, or against whom
<br /> remedies are limited. Parry, as used herein, includes the named parties, their officers, employees, agents,
<br /> subcontractors, and affiliates.
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