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subject to a tax exemption or direct payment permit, it will provide BOA with a valid exemption or permit certificate
<br /> and indemnify, defend, and hold BOA harmless from any taxes, costs, and penalties arising out of the use or acceptance
<br /> of same.
<br /> Article 5: Insurance and Allocation of Risk
<br /> 5.1 Insurance. During the performance of the services, BOA will maintain the following insurance:
<br /> Workers' Compensation Statutory limits
<br /> Employers' Liability $1,000,000 each accident
<br /> Commercial General $1,000,000 per occurrence & aggregate
<br /> Automobile Liability $1,000,000 per occurrence & aggregate
<br /> Professional Liability $1,000,000 per claim & aggregate
<br /> Insurance certificates will be furnished upon request.
<br /> 5.2 Client indemnification. For separate consideration of $10 and other good and valuable consideration, the
<br /> receipt and adequacy of which is hereby acknowledged, Client agrees to indemnify, hold harmless, and defend BOA
<br /> from and against any and all liabilities, demands, claims, fines, penalties, damages, forfeitures, and suits, together with
<br /> reasonable attorneys' and witness' fees and other cost and expenses of defense and settlement, which BOA may incur,
<br /> become responsible for, or pay out as a result of death or bodily injury or threat thereof to any person, destruction, or
<br /> damage to any property, contamination of or adverse effect on natural resources or the environment, any violation of
<br /> local, state or federal laws, regulations or orders, or any damages claimed by third parties (collectively, "Damages ") to
<br /> the extent arising in whole or in part out of Client's violation of law or breach of this Agreement or out of the
<br /> negligence or willful misconduct of Client, its other contractors, agents, suppliers, or employees.
<br /> 5.3 BOA indemnification. For separate consideration of $10 and other good and valuable consideration, the
<br /> receipt and adequacy of which is hereby acknowledged, and subject to the limitations set forth in paragraph 5.4, BOA
<br /> agrees to indemnify, hold harmless, and defend Client from and against any and all liabilities, demands, claims, fines,
<br /> penalties, damages, forfeitures and suits, together with reasonable attorneys' and witness' fees and other costs and
<br /> expenses of defense and settlement, which Client may incur, become responsible for or pay out as a result of death or
<br /> bodily injury or threat thereof to any person, destruction or damage to any property, contamination of or adverse effect
<br /> on natural resources or the environment, any violation of local, state or federal laws, regulations or orders, or any
<br /> damages claimed by third parties (collectively, "Damages ") to the extent arising in whole or in part out of BOA's
<br /> violation of law or breach of this Agreement or out of the negligence or willful misconduct of BOA, its other
<br /> contractors, agents, suppliers, or employees.
<br /> 5.4 Limitation of liability. BOA's aggregate liability for any and all claims arising out of this Agreement or out
<br /> of any goods or services furnished under this Agreement, whether based in contract, negligence, strict liability, agency,
<br /> warranty, tort, trespass, or any other theory of liability, will be limited to $10,000 or the total compensation received by
<br /> BOA from Client under this Agreement, whichever is the lesser. In no event will BOA be liable for special, indirect,
<br /> incidental, or consequential damages, including commercial loss, loss of use, or lost profits, however caused, even if
<br /> BOA has been advised of the possibility of such damages. Any claim will be deemed waived unless made by Client
<br /> in writing and received by BOA within one year after completion of the services with respect to which the claim
<br /> is made.
<br /> 5.5 Employee injury. Client agrees not to impede or to bring an action against BOA based on any claim or
<br /> personal injury or death occurring in the course or scope of the injured or deceased person's employment with BOA and
<br /> related to the services performed under this Agreement.
<br /> 5.6 Defense. Any defense of BOA required to be provided by Client under this Agreement will be with counsel
<br /> selected by BOA and reasonably acceptable to Client.
<br /> Article 6: Hazardous Materials Provisions
<br /> 6.1 Hazardous Materials. Except to the extent expressly agreed in writing, BOA's services do not include
<br /> directly or indirectly performing or arranging for the detection, monitoring, handling, storage, removal, transportation,
<br /> disposal, or treatment of petroleum or petroleum products (collectively called "Oil ") or of any hazardous, toxic,
<br /> radioactive, or infectious substances, including any substances regulated under RCRA or any other federal or state
<br /> environmental laws (collectively called "Hazardous Materials "). The discovery or reasonable suspicion of Hazardous
<br /> Materials or hazardous conditions at a site where BOA is to perform services or of contamination of the site by Oil or
<br /> Hazardous Materials not previously disclosed to BOA in writing will entitle BOA to suspend its services immediately,
<br /> subject to mutual agreement of terms and conditions applicable to any further services, or to terminate its services and
<br /> to be paid for services previously performed. In no event will BOA be required or construed to take title, ownership, or
<br /> Berg• Oliver Associates, Inc.
<br /> BOA Project Number 8310espr
<br /> July 5, 2011
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