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Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not
<br /> intended or represented to be suitable for use, partial use or reuse by the Client or others on extensions of this project
<br /> or on any other project. Any modifications made by the Client to any of the Consultant's documents,or any use, partial
<br /> use or reuse of the documents without written authorization or adaptation by the Consultant will be at the Client's sole
<br /> risk and without liability to the Consultant, and the Client shall indemnify,defend and hold the Consultant harmless from
<br /> all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. The
<br /> Consultant's electronic files and source code developed in the development of application code remain the property of
<br /> the Consultant and shall be provided to the Client only if expressly provided for in this Agreement. Any electronic files
<br /> not containing an electronic seal are provided only for the convenience of the Client, and use of them is at the Client's
<br /> sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the
<br /> documents prepared by the Consultant, the hardcopy shall govern. Because data stored in electronic media format
<br /> can deteriorate or be modified without the Consultant's authorization, the Client has 60 days to perform acceptance
<br /> tests, after which it shall be deemed to have accepted the data.
<br /> (6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services
<br /> furnished by others, methods of determining prices,or competitive bidding or market conditions,any opinions rendered
<br /> as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the
<br /> basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the
<br /> industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its
<br /> opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent
<br /> cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid
<br /> for as Additional Services.
<br /> (7) Termination. The obligation to provide further services under this Agreement may be terminated by either party
<br /> upon seven days'written notice in the event of substantial failure by the other party to perform in accordance with the
<br /> terms hereof through no fault of the terminating party, or upon thirty days' written notice for the convenience of the
<br /> terminating party. If any change occurs in the ownership of the Client,the Consultant shall have the right to immediately
<br /> terminate this Agreement. In the event of any termination, the Consultant shall be paid for all services rendered and
<br /> expenses incurred to the effective date of termination, and other reasonable expenses incurred by the Consultant as a
<br /> result of such termination. If the Consultant's compensation is a fixed fee, the amount payable for services will be a
<br /> proportional amount of the total fee based on the ratio of the amount of the services performed, as reasonably
<br /> determined by the Consultant, to the total amount of services which were to have been performed.
<br /> (8) Insurance. The Consultant carries Workers'Compensation insurance, professional liability insurance,and general
<br /> liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant will take
<br /> out such additional insurance, if obtainable, at the Client's expense.
<br /> (9) Standard of Care. The standard of care applicable to Consultant's services will be the degree of care and skill
<br /> ordinarily exercised by consultants performing the same or similar services in the same locality at the time the services
<br /> are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein or its
<br /> performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client.
<br /> (10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and the
<br /> Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and
<br /> notwithstanding any other provisions of this Agreement or the existence of applicable insurance coverage,that the total
<br /> liability, in the aggregate, of the Consultant and the Consultant's officers, directors, employees, agents, and
<br /> subconsultants to the Client or to anyone claiming by,through or under the Client,for any and all claims, losses, costs
<br /> or damages whatsoever arising out of, resulting from or in any way related to the services under this Agreement from
<br /> any cause or causes, including but not limited to, the negligence, professional errors or omissions, strict liability or
<br /> breach of contract or any warranty, express or implied, of the Consultant or the Consultant's officers, directors,
<br /> employees, agents, and subconsultants, shall not exceed twice the total compensation received by the Consultant
<br /> under this Agreement or$50,000, whichever is greater. Higher limits of liability may be negotiated for additional fee.
<br /> Under no circumstances shall the Consultant be liable for extra costs or other consequences due to changed conditions,
<br /> or for costs related to the failure of contractors to perform work in accordance with the plans and specifications. This
<br /> Section 10 is intended solely to limit the remedies available to the Client or those claiming by or through the Client,and
<br /> nothing in this Section 10 shall require the Client to indemnify the Consultant.
<br /> (11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
<br /> consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
<br /> (12) Certifications. The Consultant shall not be required to execute certifications or third-party reliance letters that
<br /> are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the
<br /> Consultant to violate applicable rules of professional responsibility.
<br /> Rev 07/14
<br /> Attachment number 2\n
<br /> 2
<br /> F-1 Page 27
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