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<br />© MBP 2012. All Rights Reserved. (Revised 03 2022)
<br />4. INSURANCE
<br />4.1. MBP shall maintain at its own expense the following insurance subject to normal industry exclusions:
<br />(1) Commercial General Liability covering claims for injuries to members of the public or damage to
<br />property of others; (2) Professional Liability; (3) Workers’ Compensation; and (4) Automobile Liability.
<br />Upon request, MBP will submit certificates verifying such insurance coverage.
<br />4.2. If a Client is obligated to obtain a Payment Bond for a project, the Client shall provide MBP with a copy
<br />of the Payment Bond, including a power of attorney for the bond, prior to the commencement of
<br />Services.
<br />4.3. Notwithstanding any other provision of this Agreement to the contrary, and to the fullest extent
<br />permitted by law, the total liability, in the aggregate, of MBP to the Client and anyone claiming by,
<br />through, or under the Client, for any and all claims, losses, costs or damages whatsoever arising out of,
<br />resulting from, or in any way related to the project or this Agreement, from any cause or causes,
<br />including but not limited to the negligence; errors or omissions; strict liability; express or implied breach
<br />of contract or warranty (hereinafter “Client Claims”) of MBP, shall not exceed the greater of: (1) the
<br />total fees paid by the Client to MBP for Services under this Agreement or (2) the total sum paid on
<br />behalf of or to MBP by MBP’s insurers in settlement or satisfaction of Client claims under the terms and
<br />conditions of MBP’s insurance policies applicable hereto.
<br />4.4. In no event shall: (a) MBP be liable in contract, tort, strict liability, warranty or otherwise, for any
<br />special, indirect, incidental or consequential damages, including but not limited to, delay, disruption,
<br />loss of production, loss of anticipated profits or revenue, loss o f use of equipment or system, non-
<br />operation or increased expense of operation of other equipment or systems, cost of capital, or cost of
<br />purchase or replacement equipment systems or power; and (b) any of MBP’s officers, directors,
<br />shareholders, members, partners or employees be subject to levy, execution or other enforcement
<br />procedure or otherwise be personally liable for the satisfaction of any of the Client’s remedies under or
<br />with respect to this Agreement.
<br />5. LAWS, REGULATIONS, BUSINESS/PROFESSIONAL LICENSES
<br />MBP will comply with all applicable laws and regulations and will obtain business/ professional licenses as
<br />required by applicable law for its performance under this Agreement.
<br />6. ACCESS TO RECORDS
<br />MBP will maintain accounting records, in accordance with generally accepted accounting principles and
<br />practices to substantiate all invoiced amounts. Said records will be available for examination by the Client with
<br />reasonable advance written notice to MBP at MBP’s regular place of business for a period of three years after
<br />MBP’s final invoice to the extent required to support the costs incurred hereunder.
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<br />Services performed pursuant to this Agreement to compensate MBP by payment of a Fixed Price Lump Sum
<br />amount shall be subject to audit for the limited purpose of verifying that all required Services were furnished
<br />and shall be not subject to audit for the purpose of determining MBP’s profit or loss with respect to such
<br />Services.
<br />7. SUSPENSION OF WORK
<br />MBP will, upon its receipt of three calendar days advance written notice from the Client, suspend, delay, or
<br />interrupt all or a part of the Services. If any such suspension causes any increase or decrease in the cost of, or
<br />the time required for performance of this Agreement, MBP shall be entitled to an equitable adjustment in the
<br />Agreement price and time as appropriate, and this Agreement shall be modified in writing accordingly.
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<br />If the Client does not require MBP to resume its Services within 60 calendar days of any such suspension, that
<br />portion of the Services that has been suspended may be terminated by either party for convenience. In the
<br />event that this Agreement is terminated for convenience under this provision, MBP shall be compensated for
<br />services performed and all necessary reasonable expenses incurred in connection with the performance of
<br />Services in accordance with the termination for convenience provisions below.
<br />Docusign Envelope ID: 7CA4BC4F-3EF8-44C1-B1B9-12DF26878683
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