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payment for all services relating to preparation of the documents and subject to the
<br />following limitations: (1) Owner acknowledges that such documents are not
<br />intended or represented to be suitable for use on the Project unless completed by
<br />Engineer, or for use or reuse by Owner or others on extensions of the Project, on any
<br />other project, or for any other use or purpose, without written verification or
<br />adaptation by Engineer; (2) any such use or reuse, or any modification of the
<br />documents, without written verification, completion, or adaptation by Engineer, as
<br />appropriate for the specific purpose intended, will be at Owner's sole risk and
<br />without liability or legal exposure to Engineer or to its officers, directors, members,
<br />partners, agents, employees, and consultants; (3) Owner shall indemnify and hold
<br />harmless Engineer and its officers, directors, members, partners, agents, employees,
<br />and consultants from all claims, damages, losses, and expenses, including attorneys'
<br />fees, arising out of or resulting from any use, reuse, or modification of the
<br />documents without written verification, completion, or adaptation by Engineer; and
<br />(4) such limited license to Owner shall not create any rights in third parties.
<br />H. To the fullest extent permitted by law, Owner and Engineer (1) waive against each
<br />other, and the other's employees, officers, directors, agents, insurers, partners, and
<br />consultants, any and all claims for or entitlement to special, incidental, indirect, or
<br />consequential damages arising out of, resulting from, or in any way related to the
<br />Project, and (2) agree that Engineer's total liability to Owner under this Agreement
<br />shall be limited toor the total amount of compensation received by
<br />Engineer, whichever is greater.
<br />1. The parties acknowledge that Engineer's scope of services does not include any
<br />services related to a Hazardous Environmental Condition (the presence of asbestos,
<br />PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive
<br />Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et
<br />seq., or radioactive materials). If Engineer or any other party encounters a
<br />Hazardous Environmental Condition, Engineer may, at its option and without
<br />liability for consequential or any other damages, suspend performance of services on
<br />the portion of the Project affected thereby until Owner: (1) retains appropriate
<br />specialist consultants or contractors to identify and, as appropriate, abate, remediate,
<br />or remove the Hazardous Environmental Condition; and (2) warrants that the Site is
<br />in full compliance with applicable Laws and Regulations.
<br />J. Owner and Engineer agree to negotiate each dispute between them in good faith
<br />during the 30 days after notice of dispute. If negotiations are unsuccessful in
<br />resolving the dispute, then the dispute shall be mediated. If mediation is
<br />unsuccessful, then the parties may exercise their rights at law.
<br />6.01 Total Agreement
<br />A. This Agreement (including any expressly incorporated attachments), constitutes the
<br />entire agreement between Owner and Engineer and supersedes all prior written or
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<br />EJCDC E-500 Agreement Between Owner and Engineer for Professional Services
<br />Copyright c0 2008 National society of Professional Engineers for EJCDC. All rights reserved.
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