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ARTICLE 5 — CONSTRUCTION OBSERVATION
<br />Engineer shall visit the project during construction to become familiar with the progress and quality of the
<br />contractors' work and to determine if the work is proceeding. in general, in accordance with plans, specifications or
<br />other contract documents prepared by Engineer for the Client. The Client has not retained the Engineer to make
<br />detailed inspections or to provide exhaustive or continuous project review and observation services. Engineer does
<br />not guarantee the performance of, and shall have no responsibility for, the acts, errors or omissions of any contractor,
<br />subcontractor, supplier or any other entity furnishing materials or performing any work on the project.
<br />Client acknowledges Engineer will not direct, supervise or control the work of contractors or their subcontractors,
<br />nor shall Engineer have authority over or responsibility for the contractors means, methods, or procedures of
<br />construction. Engineer's services do not include review or evaluation of the Client's, contractor's or subcontractor's
<br />safety measures, or job site safety.
<br />For Client -observed projects, the Engineer shall be entitled to rely upon and accept representations of the Client's
<br />observer. If the Client desires more extensive project observation or full-time project representation, the Client shall
<br />request such services be provided by the Engineer as an Additional Service. Engineer and Client shall then enter into
<br />a Supplemental Agreement detailing the terms and conditions of the requested project observation.
<br />ARTICLE 6 — OPINIONS OF PROBABLE COST
<br />Opinions, if any, of probable cost, construction cost, financial evaluations, feasibility studies, economic analyses of
<br />alternate solutions and utilitarian considerations of operations and maintenance costs provided for are made or to be
<br />made on the basis of the Engineer's experience and qualifications and represent the Engineer's best judgment as an
<br />experienced and qualified professional design firm. The parties acknowledge. however, that the Engineer does not
<br />have control over the cost of labor, material, equipment or services furnished by others or over market conditions or
<br />contractor's methods of determining their prices, and any evaluation of any facility to be constructed or acquired, or
<br />work of necessity must be speculative until completion of construction or acquisition. Accordingly, the Engineer
<br />does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted
<br />by the Engineer and assumes no responsibility for the accuracy of opinions of Probable Construction Costs. If Client
<br />wishes greater assurance as to probable Construction Cost, Client shall employ an independent cost estimator as part
<br />of its Project responsibilities.
<br />ARTICLE 7 — REUSE AND DISPOSITION OF INSTRUMENTS OF SERVICE
<br />All documents, including reports, drawings, calculations, specifications, CADD materials, computers software or
<br />hardware or other work product prepared by Engineer pursuant to this Agreement are Engineer's Instruments of
<br />Service and Engineer retains all ownership interests in Instruments of Service, including copyrights. The Instruments
<br />of Service are not intended or represented to be suitable for reuse by the Client or others on extensions of the Project
<br />or on any other project. Copies of documents that may be relied upon by Client are limited to the printed copies
<br />(also known as hard copies) that are signed or sealed by Engineer. Files in electronic format furnished to Client are
<br />only for convenience of Client. Any conclusion or information obtained or derived from such electronic files will be
<br />at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies
<br />govern. Engineer makes no representations as to long term compatibility, usability or readability of electronic files.
<br />At the time of completion or termination of the work, the Engineer shall provide the Client the Instruments of
<br />Service upon (i) payment of amounts due and owing for work performed and expenses incurred to the date and time
<br />of termination, and (ii) fulfillment of the Client's obligations under this Agreement. Any use or re -use of such
<br />Instruments of Service by the Client or others without written consent, verification or adaptation by the Engineer
<br />except for the specific purpose intended will be at the Client's risk and full legal responsibility.
<br />The Client will, to the fullest extent permitted by law, indemnify and hold the Engineer harmless from any claim,
<br />liability or cost (including reasonable attorneys' fees, and defense costs) arising or allegedly arising out of any
<br />unauthorized reuse or modification of these Instruments of Service by the Client or any person or entity that acquires
<br />or obtains the reports, plans and specifications from or through the Client without the written authorization of the
<br />Engineer. Under no circumstances shall transfer of Instruments of Service be deemed a sale by Engineer, and
<br />Engineer makes no warranties, either expressed or implied, of merchantability and fitness for any particular purpose.
<br />Engineer shall be entitled to compensation for any consent. verification or adaptation of the Instruments of Service
<br />for extensions of the Project or any other project.
<br />Exhibit A — General Contract Provisions
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