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KLEINFELDER
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<br /> the site's past and present compliance status, and the status of any filed or pending judicial or administrative action
<br /> concerning the site or Project; (ii) ensure the cooperation of CLIENT's employees and separate contractors and
<br /> consultants; and (iii) be solely responsible for determining whether the Project is subject to prevailing wage regulations
<br /> and to notify Kleinfelder of such determination in advance of its proposal.
<br /> 11. ALLOCATION OF RISK. Neither party shall be responsible to the other for any special, incidental, indirect, penal or
<br /> consequential damages (including lost profits) incurred by either KLEINFELDER or CLIENT or for which either party may
<br /> be liable to any third party. The indemnity obligations and the limitation of liability established below shall survive the
<br /> expiration or termination of this Agreement.
<br /> (a) Indemnification of CLIENT. Subject to the provisions and Limitation of Liability of this Agreement,
<br /> KLEINFELDER agrees to indemnify and hold harmless CLIENT, its shareholders, officers directors,
<br /> employees, and agents from and against any claims, suits, damages, expenses, including reasonable
<br /> attorneys' fees, or other losses (collectively "Losses") to the extent caused by KLEINFELDER's
<br /> negligent performance of Services under this Agreement.
<br /> (b) Indemnification of KLEINFELDER. Client will indemnify and hold harmless KLEINFELDER, its
<br /> shareholders, officers, directors, employees, and agents from and against Losses to the extent caused
<br /> by the negligence of Client, its employees, agents, and contractors. CLIENT'S obligation to indemnify
<br /> shall include any Losses, resulting from (1) a subsequent determination that the Project is subject to
<br /> prevailing wage regulations, and (2) Losses arising from the existence, disposal, release, discharge,
<br /> treatment or transportation of Hazardous Materials, the exposure of any person to, or any degradation
<br /> of the environment due to Hazardous Materials.
<br /> (c) Limitation of Liability: The total liability of KLEINFELDER arising out of or related to this Agreement,
<br /> .. whether based in contract or tort, shall be limited to the greater of the compensation actually paid to
<br /> KLEINFELDER for the Services under all Work Orders or $50,000. This limitation of liability shall include
<br /> any Losses payable to Client under 11(a), Indemnification of CLIENT. All claims by CLIENT against
<br /> KLEINFELDER shall be deemed waived unless written notice of the claim has been provided to
<br /> KLEINFELDER within one (1) year after substantial completion of the Services performed under a
<br /> particular Work Order. CLIENT agrees that any claim or suit for damages made or filed against
<br /> KLEINFELDER by CLIENT will be made or filed solely against KLEINFELDER or its successors or
<br /> assigns and that no shareholder or employee of KLEINFELDER shall be personally liable to CLIENT for
<br /> damages under any circumstances. This Limitation of Liability applies to any and all claims, no matter
<br /> how pleaded, including claims for errors and omissions, breach of contract, negligence, or breach of
<br /> r fiduciary duty and applies to all phases of Services performed under this Agreement. KLEINFELDER's
<br /> total liability to CLIENT and anyone claiming by, through, or under CLIENT for damages shall not
<br /> exceed the percentage share that KLEINFELDER's negligence bears to the total negligence of all
<br /> r negligent entities and individuals
<br /> 12. NO CONTROL OF MEANS AND METHODS OF OTHERS: KLEINFELDER will not have control over or charge of,
<br /> nor be responsible for the construction means, methods, techniques, sequences, or procedures, or for the safety
<br /> precautions and programs of CLIENT's separate contractors and consultants in connection with the Project.
<br /> KLEINFELDER's services do not include any job site safety obligations required by the project or any applicable code or
<br /> regulation.
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<br /> 13. SITE ACCESS: CLIENT shall, as may be required by KLEINFELDER for the successful and timely completion of
<br /> Services: (i) provide unimpeded and timely access to the site, including third party sites, if required; (ii) provide an
<br /> ` adequate area for KLEINFELDER's site office facilities, equipment storage, and parking; (iii)furnish all construction utilities
<br /> and utility releases necessary for the performance of the Services; and (iv) obtain Project-specific permits and licenses
<br /> necessary for the performance of the Services.
<br /> 14. WARRANTY OF TITLE,WASTE OWNERSHIP: KLEINFELDER does not take title to any hazardous materials found
<br /> at the project site. Any risk of loss with respect to all materials shall remain with the project site owner, who shall be
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