281-22 Attachment - 2022 St. Improvements Phase I-Proposal Responses.pdf

claims for injury or death to persons, damages to tangible property, or other losses, alleged to be caused by any of the following: (a) any substance, condition, element, or material or any combination of the foregoing (i) produced, emitted or released from the Project (ii) tested by Crew under this Agreement, or (iii) used or incorporated by Crew in the Services; or (b) operation or management of the Project. Client also agrees to require its construction contractor, if any, to include Crew as an indemnitee under any indemnification obligation to Client. 11. LIMITATIONS OF LIABILITY. No employee or agent of Crew shall have individual liability to Client. Client agrees that, to the fullest extent permitted by law, Crew's total liability to Client for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any causes including, but not limited to, Crew's negligence, errors, omissions, strict liability, or breach of contract shall not exceed the total compensation received by Crew under this Agreement. If Client desires a limit of liability greater than that provided above, Client and Crew shall include a separate paragraph under this Agreement, stating the amount of such limit and the additional compensation to be paid to Crew for assumption of such additional risk. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL CREW BE LIABLE TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. 12. ACCESS. Client shall provide Crew safe access to any premises necessary for Crew to provide the Services. 13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other deliverables, including electronic media, pertaining to the Project by Client for any purpose other than that for which such documents or deliverables were originally prepared, or alteration of such documents or deliverables without written verification or adaptation by Crew for the specific purpose intended, shall be at the Client's risk. Client agrees to defend, indemnify, and hold harmless Crew from all claims, damages, and expenses, (including reasonable litigation costs), arising out of such reuse or alteration by Client or others acting through Client. 14. AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written instrument signed by both

of such reuse or alteration by Client or others acting through Client. 14. AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written instrument signed by both parties. 15. ASSIGNMENT. Except for assignments (a) to entities which control, or are controlled by, the parties hereto or (b) resulting from operation of law, the rights and obligations of this Agreement cannot be assigned by either party without written permission of the other party. This Agreement shall be binding upon and inure to the benefit of any permitted assigns. 16. STATUTES OF LIMITATION. To the fullest extent permitted by law, parties agree that, except for claims for indemnification, the time period for bringing claims under this Agreement shall expire one year after Project completion. 17. PREVAILING PARTY LITIGATION COSTS. In the event any actions are brought to enforce this Agreement, the prevailing party shall be entitled to collect its litigation costs from the other party. 18. NO WAIVER. No waiver by either party of any default by the other party in the performance of any particular section of this Agreement shall invalidate any other section of this Agreement or operate as a waiver of any future default, whether like or different in character. 19. NO THIRD-PARTY BENEFICIARY. Nothing contained in this Agreement, nor the performance of the parties hereunder, is intended to benefit, nor shall inure to the benefit of, any third party, including Client's contractors, if any. 20. SEVERABILITY. The various terms, provisions and covenants herein contained shall be deemed to be separate and severable, and the invalidity or unenforceability of any of them shall not affect or impair the validity or enforceability of the remainder. 21. AUTHORITY. The persons signing this Agreement warrant that they have the authority to sign as, or on behalf of, the party for whom they are signing. trms&cnd.inc 0307 2