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SECTION 12 — LIMITATION OF LIABILITY; INDEMNIFICATION <br />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 quality <br />work and minimize errors or omissions. As a result, the Consultant shall not <br />be liable to sponsor for any loss incurred in the performance of his/her services <br />hereunder unless caused by Consultant's willful misconduct. Sponsor agrees, <br />at its sole defense, to indemnify and defend Consultant from and against any <br />damages, claims or suits by third parties against Consultant arising from the <br />performance of Consultant's services hereunder unless caused by Consultant's <br />willful misconduct. In this case, the total liability shall be the aggregate <br />amount of fees payable during the term of this contract. <br />SECTION 13 —ENTIRE AGREEMENT <br />The terms of this Agreement are intended by the parties to be in the final <br />expression of their agreement with respect to the retention of Consultant by <br />the Sponsor and may not be contradicted by evidence of any prior or <br />contemporaneous agreement. <br />The parties have duly executed this Agreement as of the date first written <br />above: <br />SPONSOR: <br />Name: City of South Bend, Indiana <br />Title: Board of Public Works <br />Signature: <br />cft.�,�.U45 <br />Company <br />Engagement <br />Terms <br />January 2017 <br />Page <br />5of9 <br />5 <br />CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this <br />document in error, please destroy immediately. <br />