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<br />SlandmdofCare: the Engineer shall poforn its services in accordance
<br />wills generally accepted engineering practices. Sa'vices arc tendered
<br />widmtn any other warranty, expressed or ire plied and sire hngincer shall
<br />be responsible solely for its own negligence.
<br />Construction Costs: 77ne Client shall advise the Engincer in win ting
<br />befixe design commcncemm�l o f budgetary limila lions fa' the cat o C
<br />construction. 'the Gn�neershali endenvm' to work wiftin such
<br />limitations and will, if rcquoxtel and included within lliescope of
<br />services, submitto the Client an opinion effaceable construction costs.
<br />'Ibis epi pion represents Ihe Engineer's bestjudglnent asadesign
<br />professional familiar with the conslnmlion industny.'fhc Clift
<br />acknowledges that neither I he Client nor the Gngincer has control over
<br />the cell of labor, materials, market or negmialing confit ions, onuetaods
<br />by which contractors determine prices rot construction. 'llhe Fortineer
<br />docs nod wairautor represent that bidsor negotiated prices will not wiry
<br />from its opinions of pmbsbie cost, aid the Client expressly releases any
<br />claim for damages to the extent actual costs exceed Ihe Gugineen's
<br />opinions of probable cost.
<br />Comlten cation: Conilcnsnt ion for ser vi cos shall lx; in accordance with
<br />Ilse POro jet l 1 e1Ia'. Invoices will be issued monthly for services
<br />icri do ell and rei nnbursale exrenses and aro due taxi payable within tell
<br />(10) days of receipt orIlre invoice. fill eres(of2% per tire rch w it l be
<br />charged on accounts tot pi (I within pointy 00) days from Ihe (Lite of
<br />invoice. Changes affecting the scope of work initiated by the Client or
<br />dlie to unforeseen project Con di it ons w ill necessitate mo hrealion oftlie
<br />compensation charged.
<br />Failure to Make Payment: Ifthe Client fails to make Ixrymcnt when due
<br />law 13ngineer for services and expenses, tire Engined' may, upon seven
<br />(7) days' wrillen notice to tire Client, suspend performative of services
<br />under this Agreement Unless raynnent in full is received by the
<br />Engine( within seven (htys of the (late of die notice, the suspension shall
<br />take effect without further notice. In the event ofa suspensive of
<br />services, tire Lngi rce shall luhve no liability to Ihe Cl trot for delay or
<br />damage caused the C liens because o f u ch suspension of services.
<br />Re -use of Docunhenis: At I documents, including Drawings arxl
<br />Specifications, Ir'eparedby the Ghglneci pusuant tothis project are
<br />instruments o f service. Engineer shall be deemed taw Cobol of facile
<br />itutrunsentsofservice taxi retain all coition haw and statutoiyrigba,
<br />including Copyright.'rhey are not intended or represented lobe suitable
<br />Its reuse bythe Client or others on extensions ofthis project or any
<br />other project. Any re -use wimoul written verification or adaptation by
<br />the Engineer for ere succi ftc purposes intended will be at the Client's
<br />sole risk and without liability to the Engineer, and be Ciientsball
<br />itxhemnifyand loud hairless the Engineer from all claims, damages,
<br />losses and expenses, incitxiingatortiq's fees, arising out oforresulting
<br />therefrom. Any such verifications or adgnation will entitle die lEngincer
<br />to further compensation at ratesto be agreed upon bythe Client Cut the
<br />Gngincer.
<br />Mutual Indemnity: Client agrees dial it will defend, Inderrnifyand hold
<br />hamilessthe Engineer, itsofficers, directors and Cophoyces, from and
<br />against any and all claims, damages,
<br />awards and costs of defense caused by the negligent or otherwise
<br />wrongful acts or omission, including breach of a specific contractual
<br />duty, of fire Client or the Client's independent contractors, agents or
<br />employees.
<br />W.
<br />Terms and Conditions
<br />Engineer agrees that iI wit defend, indenmify,anI hold harmdess the
<br />Client, its officers, directoisand employees, Isom and against any air]
<br />al l claims, damages, awedsand costs of defensecausod by the negligent
<br />or otha'wisc wrongful aces or omission, including branch of specific
<br />contractual duty oft lie laigincei, or the Engineer's independent
<br />cmntrnciors, agents or employees.
<br />flazardous Materials: 'the Engineer and linginccr's wnsuhants shall
<br />have no responsibility for die discovery, Ixescnce, handling iemovalor
<br />dislos l ofor expos incof persons to hazardous mala'ials inlay fennel
<br />the Projeetske, including brunet limited lotobeslos, asbestos products,
<br />polychlorinated biphenyl (PCE) or other toxic substances. the Client
<br />agrees to bukmnily and hold haindess die Engineer and Engineer's
<br />calls tit from and against all claims, IiabileyoI costs, including
<br />reasonable attaney's fees andexpenscs, arising out of or in any way
<br />connected with ilia presence, handling, removal, ainleme rt or(It sposal
<br />of Ixua niers nenerials in any form at the project site. 'Ihe Client further
<br />agrees to make ro claim and hereby ova ives any Claims or causes of
<br />action of any type against the Engineer and lingincer's consultants,
<br />which may ani sc out of or relate in any way to I he presence o f such
<br />hazardous materials.
<br />1; n'P t'o a of I Cyril I'sh'I1 v: "for Tiro max innun extent permitted by law,
<br />taw Client agrees to limit the Engineer's Iiabilily to the (Alout, for
<br />Ianuges, an (Ito all consu action wnu actors or subcout Ineties oil ale
<br />project e Jaimingthrough the Client for damages, tothe amount of
<br />$50,000 or die Engi eer's total free kpr services renderal on the projat,
<br />whichever k( lie lesser. It is intended that III is limitation apply to any
<br />and all liability or causes of action Iwweverarising, regardless ofIhe
<br />cause o f action or Iegal theory assened.
<br />'rennination: nlne obligation to In funder services undo' Un is
<br />document may be terminated by cither party, upon seven (7) days'
<br />written not ice in tire event of substantial failure by the other party to
<br />perform in accordance with die terns hereof through no fault of the
<br />ternilnalingparly. in the event orally termination, lire Engirwec shall be
<br />pailful all services tendered lothe date of fulmination, all reimbursable
<br />cxinnses and tenninalion expenses.
<br />Successors and Assigns: Neidher die Client nor die Engineer shall assign,
<br />sublet or transfer any rights under or interest in (incl ceding, but without
<br />limn dal ion, moneys that are or may become (fue) this (bell talent, or any
<br />claims that may at from the performance of services trader this
<br />agrean ent, without the written consent of the other, except to die extent
<br />that the effect oft)is limilationmay be restricted bylaw. Unless
<br />speci focally staled to die contrary in any written consent to an
<br />assignment, no assignment will release or discharge the assignor from
<br />anychayorresponsibilily, under this document. Nothingcontainedin
<br />tui s paragnq)h shall prevent Ihe Engineer from entitle ying such
<br />indefendenl consultants, associates and subcontractors, as it may dean
<br />zplxolriate to assist in die performance of services hereunder. Nothing
<br />herein shall be construed to give any rights or benefits hoeuhder to
<br />anyone other than file Client and tire Engineer. Nothing herein sit all
<br />create a contractual relationship with or cause of action in favor of a
<br />third par tyagainst cither die Client or Engineer.
<br />All claims and causes of actionsbehvicenthe Ironies to this agreement
<br />pertaining to acts or failures to act slhall be deemed to have accrued and
<br />the q)plicable statutes of her it all ons shall commence to in not lata
<br />than either die date of substantial completion for acts or failures to act
<br />ocauning prior to substantial completion, or the date of the issuance of
<br />OIC final certificate for payment for acts or failures to act occo'ringaffer
<br />substantial completion.
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