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<br />As to warranty of, or patent indemnity on, items of machinery, equipment, or other products
<br />manufactured by others, or work of construction contractors, subcontractors, or
<br />manufacturers, the Huitt-Zollars's responsibility with respect thereto is limited to the
<br />assignment by the Huitt-Zollars to the City of the Construction Contractor's (or
<br />manufacturer's) warranty, guaranty, or patent indemnity, and the Huitt-Zollars agrees to
<br />cooperate with the City in the enforcement thereof.
<br />
<br />8. LIMITATION OF LIABILITY:
<br />
<br />To the fullest extent permitted by law, and not withstanding any other provision of this
<br />Agreement, the total liability, in the aggregate, of the Huitt-Zollars and the Huitt-Zollars's
<br />officers, directors, partners, employees and subconsultants, and any of them, to the City
<br />and anyone claiming by or through the City, for any and all claims, losses, costs or
<br />damages, including reasonable attorney's fees and costs and expert-witness fees and costs
<br />of any nature whatsoever or claims expenses resulting form or in any way related to the
<br />Project or the Agreement from any cause or causes shall not exceed the total
<br />compensation received by the Huitt-Zollars under this Agreement. It is intended that this
<br />limitation apply to any and all liability or cause of action however alleged or arising, unless
<br />otherwise prohibited by law.
<br />
<br />9. FORCE MAJEURE:
<br />
<br />The Huitt-Zollars shall not be responsible or liable for any loss, damage, or delay caused by
<br />force majeure, which shall include riot, insurrection, embargo, fire or explosion, the
<br />elements, act of God, epidemic, war, vandalism or sabotage, earthquake, flood, strike,
<br />boycott, picketing, act of any government official or agency - civil or military, unavoidable
<br />accident, unlawful act of third parties, or any cause, whether or not similar to the foregoing,
<br />which is beyond the Huitt-Zollars's reasonable control.
<br />
<br />10. MISCELLANEOUS PROVISIONS:
<br />
<br />A. Unless otherwise specified, this Agreement shall be governed by the law of the
<br />principal place of business of the Huitt-Zollars.
<br />
<br />B. As between the parties to this Agreement; as to all acts or failures to act by either
<br />party to this Agreement, any applicable statute of repose and limitations shall
<br />commence to run and any alleged cause of action shall be deemed to have accrued
<br />in any and all events not later than the relevant date of Substantial Completion of
<br />the Work (as defined in the Construction Specifications).
<br />
<br />C. The City and the Huitt-Zollars waive all rights against each other and against the
<br />employees of the other for damages covered by any property insurance under the
<br />Project Construction Specifications.
<br />
<br />11. SUCCESSORS AND ASSIGNMENTS:
<br />
<br />The City and the Huitt-Zollars each binds himself and his partners, successors, executors,
<br />administrators and assigns to the other party of the Agreement and to the partners,
<br />successors, executors, administrators and assigns of such other party, in respect to all
<br />covenants of the Agreement. Except as above, neither the City nor the Huitt-Zollars shall
<br />assign, sublet, or transfer his interest in the Agreement without the written consent of the
<br />other, and they further agree that the Agreement represents the entire understanding of the
<br />City and Huitt-Zollars and cannot be changed, added to or modified in any way except by
<br />
<br />B-4
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