Agenda Package - 08-13-07 (Finance)

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SECTION 8: LIMITATION OF PROFESSIONAL LIABILITY a. Client agrees to limit ECS's liability to Client arising from ECS's professional acts, errors or omissions in performing this Agreement, such that the total aggregate liability of ECS to all those named shall not exceed $50,000.00 or total fee for the services rendered on this project, whichever is greater. b. Documents, including, but not limited to, technical reports, original boring logs. field data, field notes, laboratory test data. calculations, and estimates furnished to the Client or its agents pursuant to this Agreement, are not intended or represented to be suitable for reuse by the Client or others on extensions of the Project or on any other project. Any reuse without ECS's written consent wit! be at Client's sole risk and without liability to ECS or to ECS's contractor(s), and Client shall indemnify and hold harmless ECS and ECS's contractor(s) from all claims, damages. losses and expenses including anomey's fees arising out of or resulting therefrom. SECTION 9: LIABILITY INSURANCE ECS represents that it and its agents, and consultants employed by it, is and are protected by Workers Compensation insurance and that ECS has coverage under liability insurance policies which EC' deems reasonable and adequate. ECS shall furnish certificates of Insurance upon request ECS shall not be responsible for bodily injury and property damage or losses arising directly or indirectly, in whole or in pan, from acts by the Client its employees, agents, staff, consultants or subcontractors employed by it or by any other person or combination of persons. The Client agrees to limit the liability of ECS to the limits of ECS's insurance. The Client is responsible for requesting specific inclusions or limits of coverage that are not present in ECS insurance, the cost of such inclusions or coverage increases, if available, to beat the expense of the Client. SECTION 10: ARBITRATION OF DISPUTES a. All claims, disputes or controversies arising out of, or in relation to the interpretation, application or enforcement of this Agreement shall be decided through arbitration, as adopted and described by the then most current rules of the American -Arbitration Association. SECTION I I: TERMINATION Client or ECS may terminate this Agreement forbreach of this Agreement, or for any other reasons which may arise. laths event of termination, the party effecting termination shall so notify the other party, and termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which parry shall effect termination or the cause therefore, ECS shall promptly render to Client a final invoice and Client shall immediately remunerate ECS for services rendered and costs incurred, in accordance with ECS's prevailing Fee Schedule and expense reimbursement policy. Services shall include those rendered up to the time of termination, as well as those associated with termination itself, such as demobilizing modifying schedules and reassigning personnel. Upon such termination, Client and ECS shall deliver to each other all reports and documents pertaining to services performed up to termination. SECTION 12: SEVERABILITY a. Any provision of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. SECTION 13: TITLES The titles used in this Agreement are for general reference only and are not pan of the Agreement. Panics to this Agreement are advised to read each provision and rely on the guidance of legal counsel as necessary to help assure a complete understanding of all provisions and the obligations imposed through acceptance. SECTION 14: SURVIVAL All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Client and ECS shall survive the completion of services and the termination of this Agreement. SECTION 15: ASSIGNS a. Neither the Client nor ECS may delegate, assign, sublet or transfer its duties, responsibilities or interests in this Agreement without the written consent of the other party, 7 n' 9