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Proposal for CEQA Analysts
<br />Garry Avenue Business Park
<br />V. RISK ALLOCATION
<br />July 26, 2021
<br />Pape 16
<br />Waiver of Consequential Damages: Notwithstanding any other provisions in this Agreement, Client and
<br />Consultant each waive consequential damages against the other party. Notwithstanding anything to the
<br />contrary set forth herein, the foregoing waiver shall not apply if the consequential damages are covered by
<br />Consultant's insurance policy.
<br />2. Indemnity: Consultant and Client each agrees to indemnify and hold harmless the other (Indemnitor and
<br />Indemnitee), and their respective principals, officers, directors, partners, employees, and any other entity or
<br />person for which Indemnitor and Indemnitee is legally liable, from and against any damages, losses,
<br />liabilities, judgments, settlements, expenses, and costs (including reasonable and necessary attorneys' fees,
<br />costs and expenses recoverable under applicable law), that Indemnitee Incurs as a result of third party
<br />claims, demands, actions, suits or matters connected therewith, to the extent caused by the negligent acts,
<br />errors or omissions, or willful misconduct of Indemnitor in the performance of services under this Agreement
<br />and any other entity or person for which the Indemnitor is legally liable.
<br />Notwithstanding the foregoing, if Indemnitor's obligation to Indemnify arises out of Indemnitor's performance
<br />of services for the Project as a "design professional," as that term is defined in California Civil Code Section
<br />2782.8, Indemnitor's indemnity obligation shall be limited in accordance with the provisions of Section
<br />2782.8 as it was in effect as of the date of this Agreement.
<br />3. Waiver of Personal Liability: It is intended by the parties to this Agreement that Consultant or its sub-
<br />consultant(s) services in connection with this Project shall not subject Consultant's or its sub-consultant(s)
<br />individual employees, officers or directors to any personal legal exposure for the risks associated with the
<br />Project or this Agreement, or any Addenda. Therefore, and notwithstanding anything to the contrary
<br />contained herein,: Client agrees that as Client's sole and exclusive remedy, any claim, demand or suit shall
<br />be directed and/or, asserted only against Consultant, a California corporation or its incorporated sub-
<br />consultant(s), and not against any of Consultant's or its sub-consultant(s) individual employees, officers or
<br />directors.
<br />A. Consultant will be legally liable for only the services expressly undertaken pursuant to this Agreement, and
<br />not otherwise. Consultant will not be legally liable for the providing of, or the failure to provide other
<br />services, even if Information from others is incorporated into Consultant's instruments of service for ease of
<br />reference or otherwise. further, and without limitation, Consultant will not be responsible for delays or other
<br />matters beyond its reasonable control; for inaccurate Information provided to it by Client or other
<br />reasonably reliable sources; for site conditions of which it was not informed; for hazardous materials or toxic
<br />substances at the Project site; for construction means, methods, techniques, sequences or procedures, including
<br />without limitation excavation, shoring, demolition or erection procedures or construction safety precautions
<br />and programs; for the timeliness or quality of contractor performance or for the failure of any contractor to
<br />perform work in accordance with the Project's construction documents; or for actions or inaction of third
<br />parties Including other consultants, utility companies and governmental or quasi -governmental agencies.
<br />5.- Limitation of Liability: To the extent permitted by law, the total liability, in the aggregate, of Consultant and
<br />Its employees, officers, directors, members, partners, agents, and consultants, to Client, its subsidiary and/or
<br />affiliated companies and Its respective employees, officers, directors, members, partners, agents and
<br />anyone claiming by, through, or under Client, for any and all injuries, claims, losses, expenses, or damages
<br />whatsoever arising out of, resulting from or in any way related to Consultant's services, the Project or this
<br />Agreement, or any addendai from any cause or causes whatsoever, including but not limited to, negligence,
<br />strict liability, breach of express or implied contract or warranty shall not exceed a total amount of
<br />$50,000.
<br />6. Certification: Consultant shall not be required to execute certificates, consents or reliance letters that would
<br />require knowledge, services or responsibilities beyond the scope of this Agreement, and shall not be
<br />required to sign any documents that would result in Consultant having to certify the existence of conditions
<br />whose existence Consultant cannot reasonably ascertain beyond its standard of care.
<br />7. Unauthorized Changes to Plans: In the event Client, Client's contractors or subcontractors or anyone for
<br />whom Client is legally liable, makes or permits any changes to be made to any reports, plans, specifications
<br />or other construction documents prepared by Consultant without obtaining Consultant's prior written consent,
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