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. 10. Limitation of Liability. Notwithstanding any other provision in this Agreement to the contrary, EES' liability
<br /> hereunder shall be limited as follows: (a) for insured liabilities arising out of EES' negligence, to the amount of
<br /> insurance then available to fund any settlement, award, or verdict; (b) for uninsured liabilities, to 50 percent (50%) of
<br /> the fee earned by EES under this Agreement. In no event shall EES' liabilities exceed the aforementioned limits of
<br /> liability.
<br /> Each party's liability for damages provided under this Agreement shall be limited to liability for direct damages and
<br /> shall in no event include liability for the other party's or their respective agents or employees remote, punitive,
<br /> consequential or indirect damages for lost profits, loss of use, lost opportunity, financing, interest expense, business
<br /> interruption or productivity or production loss, regardless of the breach of contract, breach of warranry, tort (including
<br /> negligence), strict liability, or otherwise.
<br /> CLIENT agrees to notify any contractor or subcontractor who may perform work in connection with or making use
<br /> of any design, report, or study prepared by EES of such limitation of liability and require as a condition precedent to its
<br /> performing the work a like limitation of liability provision as to injury or damage to persons or property, design defects,
<br /> errors,omissions, or professional negligence.
<br /> 11. Delays. EES will not be liable to CLIENT for delays in performance under this Agreement or for the direct or
<br /> indirect cost resulting from delays that may result from labor strikes, riots, war, acts of governmental authorities,
<br /> extraordinary weather conditions, natural catastrophes or other events or occurrences beyond control of EES.
<br /> In the event CLIENT suspends or interrupts the services of EES for the convenience of CLIENT, an equitable
<br /> adjustment in the project's schedule and in compensation to EES will be made.
<br /> 12. Data, Documents and Records. EES shall be entitled to rely upon the accuracy and completeness of all data
<br /> furnished by CLIENT to EES that is used by EES in the providing of services under this Agreement. EES has the
<br /> right to retain and use all data furnished to it and all plans, designs, specifications and other work product created by
<br /> EES in providing services hereunder.
<br /> CLIENT will examine studies, reports, sketches, drawings, specifications, proposals and other documents
<br /> submitted by EES and obtain advice of other professionals whenever CLIENT deems appropriate in a timely manner
<br /> so as not to delay the work of EES.
<br /> Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by
<br /> others and may not always represent the exact location, type of various components, or exact manner in which the
<br /> Project was finally constructed. EES is not responsible for any errors or omissions in the information from others that
<br /> is incorporated into the record drawings, and CLIENT hereby agrees to release, defend, hold harmless and indemnify
<br /> EES for the same.
<br /> 13. Ownership and Use of Documents and Electronic Media Deliverables. All completed reports and other data
<br /> or documents provided or prepared by EES in accordance with this Agreement are the property of CLIENT, and may
<br /> be used by CLIENT. Ownership shall transfer to CLIENT only if EES has been paid in full for services under the
<br /> terms of this Agreement. CLIENT shall release, defend, indemnify and hold harmless EES from all claims, costs,
<br /> expenses, damage, or liability arising out of or resulting from the use or modification of any reports, data, documents,
<br /> drawings, specifications, or other work product prepared by EES except use by CLIENT on those portions of the
<br /> project for which such items were prepared.
<br /> Any post-delivery changes to EES' electronic media or Computer-Aided Design (hereinafter cumulatively "CAD")
<br /> deliverables by anyone other than EES shall be the responsibility of the CLIENT. CLIENT agrees to remove the title
<br /> blocks off of EES' CAD files if CLIENT alters such files and further agrees to defend, indemnify and hold EES
<br /> harmless from all claims, costs, expenses, damages or liabilities arising out of or resulting from use of any CAD
<br /> deliverables that have been altered by CLIENT or anyone else to whom CLIENT may have provided such CAD
<br /> deliverables. EES' record set of CAD files shall prevail in determining whether any alterations have been made to
<br /> such files.
<br /> Because data stored on electronic media can deteriorate undetected or can be modified without EES' knowledge,
<br /> CLIENT agrees that EES will not be held liable for the completeness, correctness, readabiliry, or compatibility of the
<br /> electronic media after an acceptance period of thirty(30) days after delivery of the electronic files. EES stands by the
<br /> accuracy of the sealed drawings that accompany the electronic submittal. During the thirty (30) day acceptance
<br /> period, CLIENT may review and examine the electronic files; any errors detected during this time will be corrected by
<br /> EES as part of the basic Agreement. Any changes requested after the acceptance period will be considered
<br /> additional services to be performed on a time and materials basis, at EES'standard cost plus terms and conditions.
<br /> 14. Resolution of Disputes, Attorneys' Fees. The law of the State of Illinois shall govern the interpretation of and
<br /> the resolution of disputes under this Agreement. If any claim, at law or otherwise, is made by either party to this
<br /> Agreement,the prevailing party shall be entitled to its costs and reasonable attorneys'fees.
<br /> 15. Termination of Agreement. Either EES or CLIENT may terminate this Agreement upon thirry (30) days written
<br /> notice to the other sent to the addresses listed herein.
<br /> 16. Integration, Modification and Severability. This Agreement, including all Addenda, shall be binding upon and
<br /> inure to the benefit of the parties and their respective successors and assigns. This is the entire agreement between
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