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been duly authorized, executed and delivered and that the performance of its <br />obligations under this Agreement does not conflict with any order, law, rule or <br />regulation or any agreement or understanding by which such party is bound. <br />SECTION 12 — 1-IMI"FA-FION] (-,)F LIA1311-11 Y; INDEMNIFICATION <br />(a) As a professional organization, the Consultant will perform the services <br />described in Exhibit A to the best of their ability, striving to ensure great <br />quality work and minimize errors or omissions. As a result, the Consultant <br />shall not be liable to sponsor for any loss incurred in the performance of <br />his/her services hereunder unless caused by Consultant's negligence. <br />Notwithstanding any provision to the contrary, the limit of Consultant's liability <br />under this Agreement will be equal to the total amount paid by Sponsor to <br />Consultant under this Agreement, <br />(b) Sponsor agrees, at its sole cost, to indemnify and defend Consultant <br />from and against any damages, claims or suits by third parties against <br />Consultant arising from the performance of Consultant's services hereunder <br />unless caused by Consultant's negligence. Subject to the limitation of liability <br />stated in Section 12(a), Consultant agrees, at its sole cost, to indemnify and <br />defend Sponsor (and its officials, employees, and agents) from and against any <br />damages, claims or suits by third parties against Sponsor arising from the <br />performance of Consultant's services hereunder unless caused by the <br />negligence of Sponsor (or its, officials, employees, or agents). <br />SECTIONI 13 -- ENTIRE AGREEMENT <br />This Agreement is the final expression of the parties' agreement with respect <br />to the retention of Consultant by the Sponsor for the services specified herein <br />and may not be contradicted by evidence of any prior or contemporaneous <br />agreement. <br />E('1 10 i,� ­�- S .'14 --- REMEDIES FOR BRF ' -ACH OF CON FRCT A <br />The Consultant's failure to complete the services in accordance with this <br />Agreement will be considered a material breach. In the event of such breach, <br />the Sponsor may suspend all payments to the Consultant, terminate this <br />Agreement, and/or pursue any and all remedies available at law or in equity. <br />SIC-1]01\1 15 --- UDUAL OPPORTUNHY; N (r )N DISCRIMINA"I l"r 1 0 N <br />COMPLIANCE <br />The Consultant shall comply with all applicable laws and regulations in its <br />hiring and employment practices and policies for any activity covered by this <br />Agreement. The Consultant shall comply with all state, federal, and municipal <br />(.!! , ay�d�d" u,rrrox�YNul�d,nunumdr <br />'t— t. #, Bold IdG—, G—d� <br />Consulting <br />Agreernent <br />September 2018 <br />Page <br />5 of 10 <br />5 <br />