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(7) Standard of Care In performing its professional services, the Consultant will use that degree of care <br />and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the <br />same locality at the time the services are provided. No warranty, express or implied, is made or intended <br />by the Consultant's undertaking herein or its performance of services, and it is agreed that the Consultant is <br />not a fiduciary with respect to the Client. <br />(8) Dispute Resolution - All claims by the Client arising out of this Agreement or its breach. shall be submitted <br />first to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration <br />Association as a condition precedent to litigation. Any mediation or civil action by Client must be <br />commenced within two years of the accrual of the cause of action asserted but in no event later than <br />allowed by applicable statutes. <br />(9) Assignment and Subcontracting This Agreement gives no rights or benefits to anyone other than the <br />Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be <br />for the sole benefit bf'the Client and the Consultant. The Client shall not assign or transfer any rights under <br />or interest in this Agreement without the written consent of the Consultant. The Consultant may utilize the <br />services of sub-consultants as required. <br />(10) Miscellaneous Provisions This Agreement is to be governed by the law of the State of Ohib. This <br />Agreement contains the entire and fully integrated agreement between the parties and supersedes all <br />prior and contemporaneous negotiations, representations, agreements or understandings, whether written <br />or oral. Except as provided in Section l, this Agreement can be supplemented or amended only by a <br />written document executed by both parfies. Provided, however, that any conflicting or additional terms <br />on any purchase order issued by the Client shall be void and are hereby expressly rejected by the <br />Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such <br />unenforceability withoufi invalidating the remaining provisions. The non-enforcement of any provision by <br />either parfy shall not constitute a waiver of that provision nor shall it affect the enforceability of that <br />provision or of the remainder of this Agreement.