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terminate, and no rights for continued use or copies of documents shall inure to OWNER, but the
<br />CONSULTANT shall be entitled to receive compensation for work accomplished including
<br />reimbursable expenses incurred prior to termination.
<br />15. Assignability. This Contract shall not be assigned or transferred by either the CONSULTANT or the
<br />OWNER without the prior written consent of the other. Notwithstanding the foregoing, however, the
<br />CONSULTANT shall not be prohibited from contracting with qualified sub-consultants or from
<br />assigning to a bank, trust company, or other financial institution any claims for compensation due, or
<br />to become due, without such prior written consent.
<br />16. Insurance. CONSULTANT shall provide and maintain at a minimum the following coverage and Limits
<br />during the life of the contract:
<br />a. Statutory Workers Compensation Insurance, a minimum of $500,000 or greater amount if
<br />required by the state(s) in which the work is to be performed.
<br />b. Commercial General Liability Insurance, including coverage for premises and operations,
<br />products and completed operations, independent contractors, and contractual liability.
<br />Such insurance shall be not less than $1,000,000 per occurrence and $2,000,000 in the
<br />aggregate.
<br />c. Automobile Liability Insurance for all owned, hired and non-owned automobiles in the
<br />minimum amount of $1,000,000 per occurrence.
<br />d. Professional Liability Insurance of $1,000,000 per claim.
<br />17. Indemnification. CONSULTANT and OWNER each agree to indemnify and hold the other harmless,
<br />and their respective officers, employees, agents and representatives, from and against liability for all
<br />claims, losses, damages and expenses, including reasonable attorneys' fees, to the extent such claims,
<br />losses, damages, or expenses are caused or alleged to have been caused by the indemnifying party's
<br />negligent acts, errors or omissions. In the event claims, losses, damages or expenses are caused by the
<br />joint or concurrent negligence of CONSULTANT and OWNER, they shall be borne by each party in
<br />proportion to its negligence.
<br />18. Liability and Standard of Care. CONSULTANT shall perform services for OWNER using that degree of
<br />care and skill ordinarily exercised by consultants practicing in the same or similar locale as the project,
<br />on projects of a similar scope and nature. CONSULTANT's liability to OWNER for any damages arising
<br />in any way out of performance or breach of this contract or breach of CONSULTANT'S standard of
<br />care, is limited to the net proceeds recoverable under CONSULTANT's Professional Liability Insurance
<br />policy identified in paragraph 16d, "net proceeds recoverable" being defined as the proceeds payable
<br />under the policy after deductions for expenses, attorney's fees or other claims paid under such policy.
<br />In no event shall either OWNER or CONSULTANT be entitled to consequential damages.
<br />OWNER acknowledges that the CONSULTANT is a Corporation and agrees that any claim made by
<br />the OWNER arising out of any act or omission of any director, officer or employee of the
<br />CONSULTANT in the execution or performance . of this agreement shall be made against the
<br />CONSULTANT and not against such director, officer, or employee and OWNER waives any claim
<br />against all of CONSULTANT'S directors, shareholders, officers and employees.
<br />19. Dispute Resolution. If a dispute greater than $10,000 arises out of or relates to this contract, or the
<br />breach thereof, and if this dispute cannot be settled through negotiation, the parties agree first, prior to
<br />litigation or any other form of dispute resolution, to try in good faith to settle the dispute by mediation.
<br />The parties shall first attempt to select a mutually acceptable mediator, and if the parties agree upon a
<br />Cabarrus Co SE Park
<br />Attachment number 3
<br />G-9 Page 529 of 627
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