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<br />;;; <br /> <br />Consulting Services Agreement <br /> <br />Page 3 of 6 <br /> <br />~ <br /> <br />WMCI shall, at all times, indemnify and save harmless CLIENT and its officers, directors, agents and <br />employees from and against all claims, damages, losses and expenses, including, but not limited to <br />attorney's fees, court and arbitration costs, to the extent attributable to the negligent or intentional acts, <br />errors or omissions of WMCI and its subcontractors, consultants, agents, officers, directors and <br />employees while performing SERVICES under this Agreement. <br /> <br />9. LIMITATION OF LIABILITY <br /> <br />CLIENT shall immediately notify WMCI of any defects or suspected defects arising directly or indirectly <br />from WMCI's negligent acts, willful misconduct, errors or omissions. CLIENT and WMCI agree that all <br />claims and legal actions arising directly or indirectly from this Agreement or the SERVICES of WMCI <br />shall be filed on or before the last date allowed within the State of Colorado statutes. <br /> <br />Further, CLIENT agrees to limit ,the liability of WMCI, its employees, officers, directors, agents, <br />consultants and subcontractors to CLIENT, its employees, officers, directors, agents, consultants and <br />subcontractors, whether in contract or tort, which arises directly or indirectly from WMCI's acts, errors or <br />omissions, such that the total aggregate liability of WMCI to the CLIENT shall not exceed the limits of <br />Insurance as given in Section 8. <br /> <br />Nothing in this Agreement shall be construed to make WMCI an agent or employee of CLIENT for any <br />purpose. WMCI shall. in all respects be an independent contractor in its performance of the services and <br />work, and WMCI and its employees shall in no way represent themselves to third parties as agents or <br />employees of CLIENT. <br /> <br />WMCI is and shall be solely liable and responsible for any federal and state income and withholding <br />taxes, unemployment taxes, FICA taxes and worker's compensation payments and premiums applicable <br />to this Agreement or any services or work provided or recited in this Agreement WMCI shall indemnify <br />the CLIENT for any liability resulting from nonpayment of such taxes and sums. <br /> <br />10. DELAYS AND FORCE MAJEURE <br /> <br />If unforeseen site conditions prevent or inhibit performanc;e of SERVICES, SERVICES under this <br />Agreement may be delayed. Any such delays, and any delays caused by CLIENT and its <br />subcontractors, consultants, agents, officers, directors and employees, shall extend the contract <br />completion date and WMCI shall be paid for SERVICES performed to the delay commencement date <br />plus any reasonable charges associated with the delay. Delays within the scope of this Article shall, at <br />the option of either party, make the Agreement subject to renegotiation or to termination. It is <br />anticipated that the contract will be completed six weeks following notification to proceed. <br /> <br />CLIENT shall not hold WMCI responsible for damages or delays in performance caused by acts of God, <br />acts and/or omissions of Federal, State and local governmental authorities and regulatory agencies or <br />other events which are beyond the reasonable control of WMCI and which could not have been <br />reasonably foreseen or prevented. For this purpose, such acts or events shall Include storms, floods, <br />epidemics, war, riot, strikes, lockouts or other Industrial disturbances, and inability with reasonable <br />diligence to supply personnel, information, or material to the project Should such acts or events occur, <br />it is agreed that WMCI shall use reasonable efforts to overcome all difficulties arising and to resume as <br />soon as reasonably possible the normal pursuit and schedule of the SERVICES covered by this <br />Agreement Delays in excess of thirty (30) days within the scope of this Article shall, at the option of <br />either party, make this Agreement subject to termination or to renegotiation. <br /> <br />2fl16_ConsuIi1g-~ <br /> <br />3/05 <br />