6.5. SR 11-07-2005 - Laserfiche WebLink

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Great River Regional Library KKE 0606.9900.01 November 3, 2005 Page:? Section 5: Standard of Care 5.1 In performing its services, KKE will use that degree of care and skill ordinarily exercised under similar conditions by reputable members of its profession practicing in the same locality. Section 6: Disputes 6.1 CLIENT agrees to resolve disputes using informal discussion and mediation prior to arbitration or litigation. 6.2 If CLIENT brings a lawsuit against KKE which is dismissed or as to which a verdict is rendered for KKE, in whole or in part, CLI ENT will pay KKE its cost of defense, including but not limited to, attomeys' and expert witness fees. Section 7: Limitation of Liability 7.1 CLIENT agrees to hold harmless, indemnify, and defend KKE from and against any and all claims, losses, damages, liability, and cost, including, but not limited to, cost of defense, arising out of this agreement, whether insured or not, excepting only such liability as may arise out of the sole negligence of KKE in the performance of services under this Agreement. 7.2 In the event KKE is held liable for damages, the total cumulative liability of KKE, its affiliates, and its respective directors, officers, employees, agents, and Subcontractors shall not exceed 100 percent of the gross compensation received by KKE as its fee under this agreement, or $50,000, whichever is greater. 7.3 In the event CLIENT does not wish to limit KKE's liability, KKE agrees to waive the limitation provided for in Section 7.2 upon written notice from CLIENT received within five (5) days after the date of this Agreement is executed, and CLIENT agrees to pay additional consideration equivalent to ten (10) percent of the total fees, such consideration to be called "Waiver of Limitation of Liability Charge". This charge will in no way be construed as being a charge for insurance of any type but will be increased consideration for the greater risk involved in performing work for which there is not limitation of liability. 7.4 Betterment. If, due to the Design Professional's error, any required item or component of the project is omitted from the Design Professional's construction documents, the Design Professional shall not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to the project or otherwise adds value or betterment to the project. In no event will the Design Professional be responsible for any cost or expense that provides betterment, upgrade or enhancement of the project. Section 8: Termination 8.1 This Agreement may be terminated by either party upon at least seven (7) days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. If this Agreement is terminated, KKE shall be paid for services performed to the termination notice. Section 9: Entire Agreement 9.1 This Agreement, together with the appendices attached to it, is the entire agreement between KKE and CLIENT, and it supersedes all prior written or oral agreements. This Agreement is govemed by the laws of the State of Minnesota.