188-25 Exhibit A_GPI_WO Agreement Contract.pdf

Exhibit A page 34 of 66 question arising out of or relating to the services provided by MFS regardless of whether such claim or dispute is based upon on alleged breach of contract, willful misconduct or negligent act or omission of MFS or its employees, agents, subconsultants, or other legal theory. This waiver is applicable without limitation to either party's termination of this Agreement pursuant to the terms set forth herein. To the extent damages are covered by property insurance during and after construction, the Client waives all rights against MFS and against the contractors, consultants, agents, and employees of MFS for damages, except such rights as Client may have to the proceeds of such insurance, The Client, as appropriate, shall require its contractors, subcontractors, consultants, subconsultants, agents, and employees of any of the foregoing third porties to execute similar waivers. 10. INSURANCE MEFS maintains workers’ compensation, general liability, property, automobile, and professional liability insurance. Certificates of insurance will be issued to the Client upon a written request from the Client. The Client agrees that it will require the construction manager, general contractor, or, if the Client has not retained a construction manager or general contractor, the contractor(s) responsible for performing the work reflected by or relating to MFS's services on the Project, to name MFS as an additional insured on their insurance coverage applicable to the Project. 11. CLIENT REQUIRED TO SERVE A NOTICE OF CLAIM Notwithstanding any state's legal requirements, the Client shall make no claim (directly or in the form of @ third-party claim) against MFS, unless the Client has first provided MFS with a written certification, executed by an independent professional, credentioled the same as the MFS personnel performing the alleged negligent services (e.g. engineer for an engineer, surveyor for a surveyor, etc) and in the state in which the Project is located, specifying and certifying each and every act or omission that the Client contends constitutes a violation of the standard of care under this Agreement. Such certification shall be provided to MFS thirty (30) calendar days prior to the institution of any legal proceeding by the Client and failure to do so shall result in a dismissal of the legal proceeding ct the Client's expense. 12,

d to MFS thirty (30) calendar days prior to the institution of any legal proceeding by the Client and failure to do so shall result in a dismissal of the legal proceeding ct the Client's expense. 12, FORCE MAJEURE MFS shall not be responsible or liable for any delays in performance or failure of performance in the event of fire, flood, explosion, the elements, or other catastrophe, Acts of God, war, riot, civil disturbances, terrorist act, strike, lock-out, refusal of employees to work, labor disputes, inability to obtain materials or services, delays caused by the Client, its agents, contractors, subcontractors, consultants, subconsultants, or employee, or any governmental regulation or agency, or for any other reason beyond the control of MFS. 13. RIGHT TO REFERENCE PROJECT The Client grants MFS a royalty free perpetual license to use the Client's name along with c general description and/or pictures of the Project in MFS promotional materials. 14, DOCUMENT OWNERSHIP All reports, notes, drawings, specifications, dato, calculations, and other documents prepared by MFS ("Documents") are instruments of MFS's services that shall remain MFS's property. The Client agrees not to use the Documents for future additions or alterations to this Project or for other projects without MFS's express written consent. Any unauthorized use of the Documents will be at the Client's sole risk and without liability to MFS or its subconsultants. Accordingly, Client shall defend, indemnify, and hold harmless MFS from and against any and all losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from such unauthorized use. MFS shall have the right to select its own counsel ta represent it in connection with this Paragraph 14, Document Ownership, and Paragraph 8, Indemnification, above 15, SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties hereto ond their respective legal representative successors and assigns 16. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the state in which the office of MFS that issued the Proposal is located 17. DISPUTE RESOLUTION MFS ond the Client agree that any claim against MFS arising under this Agreement and the performance thereof shall be subject to non- binding mediation as a prerequisite to further legal proceedings. if

S ond the Client agree that any claim against MFS arising under this Agreement and the performance thereof shall be subject to non- binding mediation as a prerequisite to further legal proceedings. if the parties do not agree otherwise, then mediation shall proceed pursuant to AAA's procedures, but in no case shall MFS's ability to pursue outstanding invoices be subject to this mediation pre-condition 18. RELIANCE BY OTHERS Nothing contained in this Agreement shall create a contractusl relationship with or o cause of action in favor of a third-party against either the Client or MES. Further, MFS and its consultants shall be entitled to use or rely upon design elements ond information ordinarily or customarily furnished by the Client and others including but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards, and therefore, to the fullest extent permitted by law, the Client agrees to defend, indemnify, and hold harmless MFS and MFS's consultants, parents, subsidiaries, affiliates, partners, officers, directors, shoreholders, employees, and agents for ony and all claims, damage obligations, liabilities, suits, demands, and loss, including attorneys’ fees and all other costs, expenses, and disbursements, to which MFS may be subject, actually or allegedly arising from or relating to (i) any unknown site condition or subterranean structures of which MFS does not have actual knowledge; (ii) ony errors, omissions, or inconsistencies in any data documents, records, or information provided to MFS by the Client or third parties; or (iii) the Client's unauthorized use or copyright violation of plans, reports, documents, and related materials prepared by MFS. In the event any part of this indemnification is void as a matter of law, then only that portion that is deemed void as a matter of law shall be stricken and the balance of this indemnification shall remain in full force and effect 19, THIRD-PARTY CERTIFICATES MES shall not be required ta sign any document no matter by whom requested that would result in MFS having to certify, guarantee, or warrant anything or offer any professional opinion or statement thet MFS in its sole discretion finds unreasonable. Owner agrees not to make resolution of any dispute with MFS or payment of any amount due MFS in any way contingent upon MFS signing any such

atement thet MFS in its sole discretion finds unreasonable. Owner agrees not to make resolution of any dispute with MFS or payment of any amount due MFS in any way contingent upon MFS signing any such document. Initials: Date: Page 3 of 4