4.
Time for Asserting Claims/Suits - CLIENT shall not assert any claim or suit against GAI after expiration of a Limitation Period, defined as the shorter of (a) three (3) years from substantial completion of the particular GAI service(s) out of which the claim, damage or suit arose, or (b) the time period of any statute of limitation or repose provided by law. In the event of any claim, suit, or dispute between CLIENT and GAI, CLIENT agrees to only pursue recovery from GAI and will not seek recovery from, pursue or file any claim or suit, whether based on contract, tort including negligence, strict liability or otherwise against any director, officer, or employee of GAI.
5.
Entire Agreement - No modification or changes in the terms of this AGREEMENT may be made except by written instrument signed by the parties. CLIENT acknowledges that they have read this AGREEMENT, understands it, agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the AGREEMENT between the parties, superseding all work orders, oral or written understandings, or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof.
6.
Termination or Suspension - Either the CLIENT or GAI may terminate or suspend performance of this AGREEMENT without cause upon thirty (30) days written notice delivered or mailed to the other party.
A.
In the event of material breach of this AGREEMENT, the party not breaching the AGREEMENT may terminate it upon ten (10) days written notice delivered or mailed to the other party, which termination notice shall state the basis for the termination. The AGREEMENT shall not be terminated for cause if the breaching party cures or commences reasonable steps to cure the breach within the ten (10) day period.
B.
In the event of the termination, other than caused by a material breach of this AGREEMENT by GAI, CLIENT shall pay GAI for the Services performed prior to the termination notice date, and for any necessary services and expenses incurred in connection with termination of the project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination or subcontractor and/or sub-consultant contracts. Such compensation shall be based upon the schedule of fees used by GAI.
C.
In the event CLIENT delays providing written authorization to proceed within 45 days of the date of GAI's WORK ORDER or suspends GAI's performance for 45 days or more after authorization has been given, GAI reserves the right, in its sole discretion, to revise its cost, compensation and/or hourly rates to its then current rates prior to resuming performance under this AGREEMENT.
7.
Notices -All notices required to be sent hereunder shall be either hand delivered, with signed receipt of such hand delivery, or sent by certified mail, return receipt requested.
8.
Headings -The paragraph headings in this AGREEMENT are for convenience of reference only and shall not be deemed to alter or affect the provisions hereof.
9.
Litigation Consultations - Unless expressly stated to the contrary, the professional services to be provided by GAI do not include meetings and consultations in anticipation of litigation or arbitration or attendance as an expert witness in any deposition, hearing, or arbitration. If requested, these services will be provided by an amendment to this AGREEMENT, setting forth the terms and rates of compensation to be received by GAI.
10.
Third Party Beneficiaries - Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than CLIENT, the Owner and GAI.
11.
EEO Compliance - GAI is an Equal Opportunity Employer. GAI complies with the Office of Federal Contract Compliance Programs Affirmative Action Programs as outlined in 41 CFR 60-1.4(a)(b), 41 CFR 60-250.5(a)(b), and 41 CFR 60-741.5(a)(b).
12.
CORPORATE SOCIAL RESPONSIBILITY – GAI is committed to performing all its Services responsibly to: A) Promote good practices for support and respect for the protection of human rights; B) Eliminate any forced labor and avoid any form of child labor; Eliminate all discrimination in employment, including without limitation, discrimination, exclusion or preference based on race, color, gender, religion, national or social origin; C) Maintain a preventive focus on environmental issues in order to achieve sustainability and notify affected Party(s) of any situation in which the breach of the aforementioned principles is observed, as well as the plan for correcting the observed situation; D) Consistent with the SOC above, comply with all Federal, state and local laws, rules, regulations and codes, including but not limited to any anti-bribery laws. applicable to its Services; Maintain in full force all licenses and permits applicable to its performance under this Agreement; Require that no GAI director, officer, employee or representative has (or will have during the term of this Agreement) any personal or business interest that would present an actual, potential or apparent conflict of interest with its performance, including without limitation, making any gifts or