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<br />Consulting Services Agreement
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<br />Page 3 of 6
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<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.
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<br />9. LIMITATION OF LIABILITY
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<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.
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<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.
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<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.
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<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.
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<br />10. DELAYS AND FORCE MAJEURE
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<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.
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<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.
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<br />2fl16_ConsuIi1g-~
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<br />3/05
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