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WBC'S NEGLIGENCE, ERRORS, OMISSIONS, STRICT
<br />LIABILITY, MWACII OF CONTRACT STA'JUf -ORY
<br />LIABILITY, BREACR OF WARRANTY, NEGLIGENT
<br />MISREPRESENTATIONS, ENVIRONMENTAL LTABMY
<br />OR OMER ACTS GIVING RISB TO LIABILITY BASED
<br />UPON CONTRACT, TORT OR STATUTE. IT IS
<br />EXPRESSLY AGREED THAT THE REMEDY STATED
<br />HEREIN IS THE CLIENT'S EXCLUs1VE AND SOLE
<br />RMODY FOR ANY DAMAGE(S) ARISING OUT OF THIS
<br />AGREEMENT OR SERVICES TO BE PERFORMED
<br />PURSUANT TO THIS AGREEMENT.
<br />b. WBC will increase our limitation of liability up to the limits of
<br />our available insurance coverage or otherwise to $100,000,
<br />whichcvcr is greater, upon client's written request, and for the
<br />additional consideration of $500. said request and paymem
<br />mast be received within 14 days of the date of ex oution ofthe
<br />Proposal and be. before any claim arises.
<br />c. The Client further agrees to noiity any contractors or
<br />subeoulractow who may perform work in connection with any
<br />design, report or study prepared by WBC of such limitation of
<br />liability for breach of contract, erfrs, omissions or negligence
<br />and require ns a condition precedent to their performing their
<br />work a like limitation of liability on their part as against WBC.
<br />d. The Client and WBC egret that neither will be liable to the
<br />other for consequential damages incurred due to the fault of the
<br />other. Said domages include, but are not limited to, loss of use
<br />and lost profits.
<br />o. With the exception of actions pertaining to rmteduhnen or
<br />mechanic's lieas, and if luwful, causes of action between the
<br />parties to this Agreement pertaining to acts or failures to act
<br />shall be deemed to have accrued and the applicable statutes of
<br />limitations shall commence to rou on the date the alleged act or
<br />failure to set occurred.
<br />L Not withstanding the above, all claims, whether based upon
<br />contract, tort, breach of warranty, professional negligence
<br />(including errors, omissions or other professional acts), or
<br />otherwise, shall be deemed waived unless made by the Client
<br />in writing and received by WBC within one (1) year after
<br />Client reasonably Imew or should bave (mown of its existence,
<br />but in no evert, shall such claim be asserted by Client later
<br />than two (2) years after W ICs completion of services with
<br />respect to which the claim is made.
<br />SECTION 12: ARBITRATION OF DISPUTES
<br />a. Claims, disputes or other matters in qucstivn bctwcen rho
<br />parties to this Agreement arising out of or relating m this
<br />Agreement or the breach thereof shall be subject to and decided
<br />by arbitration In accordance with the Construction Industry
<br />Arbitratun mice of the American Arbitration Association
<br />currently in effect, such arbitration to be held in Chicago,
<br />Illinois, unless the parties mutually agree otherwise.
<br />b. Demand for arbitration shall be filed in writing with the other
<br />party To this Agreement and with the American Arbitration
<br />Association. A demand for arbitration shat[ be made within a
<br />reasonable time after the claim, dispute or other matter in
<br />question has arisen. In no event shall the demand for
<br />arbitration be made otter the date when institution of legal or
<br />equitable proceeding based on such claim, dispute or other
<br />matter in question would be barred by applicable statutes of
<br />limitations mhjcot is Section 10(e) above_
<br />WEAVER BOOS CONSULTANTS, LLC
<br />General Terms and Conditions
<br />Version 2009 -A1
<br />Page 3 of 4
<br />c. No arbitration arising out of our relating to this Agreement
<br />shall iaclude, by consolidation, joined or in any other manner,
<br />an additional person or entity not a party to this Agreement
<br />except by written consent of WBC, Client and any outer parson
<br />or entity sought to be joined.
<br />d. The sward tendered by the arbitrator shall be final, and
<br />judgment may be entered upon it in accordance with applicable
<br />law in any court having jurisdiction thereof.
<br />SECTION 13: DMMINATION,
<br />a. This Agreement may be terminated by either party upon at
<br />least seven (7) days written notice in the event of substantial
<br />failure by the other party to perform in accordance with the
<br />tors hereof through no fault of the terminating party. Such
<br />termination shall not be effective if the substantial failure has
<br />been remedied before expiration of the period specified in
<br />written notice.
<br />b. WBC may terminate this Agreement if the Clicnt suspends
<br />WBC's services for mart than sixty (6D) consecmlve days
<br />through no fault of WBC's.
<br />C. This Agreement may he terminated without cause by either
<br />party open at least sixty (60) days' written notice.
<br />d. If this Agreement is terminated, WBC shall be paid for services
<br />performed prior to the termination date set forth in the notice
<br />plus termination expenses. Termination expenses shall include
<br />costs attributable to personnel and equipment rescheduling and
<br />re- assignment and all other costs incurred directly attributable
<br />to termination.
<br />SECTION 14: MISCELLANEOUS
<br />a. In [he event that any provision (Or portion thereof) herein shall
<br />be deemed invalid or unenforceable, the other provisions hereto
<br />shall remain in full farce and effect, and binding upon the
<br />parties hereto. In such event, the provisions found to be Invalid
<br />shall be deemed m be reformed so that the intent of such
<br />provision will he enforced to the maximum extent permitted by
<br />applicable law.
<br />b. The heading or title of a section is provided for convenience
<br />and information and shall not serve to alter or affect the
<br />previsions included herein.
<br />c. All obligations arising prior to the termination of this
<br />Agreement and all provisions of this Agreement allocating
<br />responsibility or liability between the Client and WBC shall
<br />survive the completion of services and the lomtitmtiah of the
<br />Agreement.
<br />d. Unless otherwise provided, the substantial law of the State of
<br />Indiana will govern the validity of Ibis ugreemcnt, its
<br />interpretation and performance, and remedies for contract
<br />breach or any other claims related to this agrecracm.
<br />e. WBC shall apply professional judgment in delonnining the
<br />extent to which WBC shall comply with any given standard
<br />identified in WBC's documents. Unless otherwise indicated,
<br />such compliance, referred to as "General Compliance"
<br />specifically excludes consideration of any standard listed as a
<br />reference in the text of those slandmds cited by WBC.
<br />E Unless specifically stated in WBC's Proposal, it is understood
<br />the costs for implementation of the work ore based on privately
<br />owned projects utilizing merit (non - onion) wages and
<br />employees. Government funded or publicly owned pmjects
<br />that require prevailing wages will have specific Ices identified
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