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<br />Project 217220187P | May 11, 2022
<br />CLIENT hereby releases S-H, its officers, directors, shareholders, employees, agents, subconsultants, affiliated
<br />companies, and any of them, and none shall be liable to the CLIENT for consequential, special, exemplary, punitive,
<br />indirect or incidental losses or damages, including but not limited to loss of use, loss of product, cost of capital, loss of
<br />goodwill, lost revenues or loss of profit, interruption of business, down time costs, loss of data, cost of cover, or
<br />governmental penalties or fines.
<br />INDEMNIFICATION
<br />Subject to the limitation of liability in this Agreement, S-H agrees to the fullest extent permitted by law, to indemnify and
<br />hold harmless the CLIENT, its officers, directors, shareholders, employees, contractors, subcontractors and consultants
<br />against all claims, damages, liabilities, losses or costs, including reasonable attorneys’ fees, experts’ fees, or other legal
<br />costs to the extent caused by S-H’s negligent performance of service under this Agreement and that of its officers,
<br />directors, shareholders, and employees.
<br />The CLIENT agrees to the fullest extent permitted by law, to indemnify and hold harmless S-H, its officers, directors,
<br />shareholders, employees, agents,, subconsultants, and affiliated companies against all damages, liabilities, losses,
<br />costs, and expenses including, reasonable attorneys’ fees, expert’s fees, and any other legal costs to the extent caused
<br />by the acts or omissions of the CLIENT, its employees, agents, contractors, subcontractors, consultants or anyone for
<br />whom the CLIENT is legally liable.
<br />HAZARDOUS MATERIALS - INDEMNIFICATION
<br />To the fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold S-H, its officers, directors,
<br />shareholders, employees, agents, consultants and affiliated companies, and any of them harmless from and against any
<br />and all claims, liabilities, losses, costs, or expenses including reasonable attorney’s fees, experts’ fees and any other
<br />legal costs (including without limitation damages to property, injuries or death to persons, fines, or penalties), arising
<br />out of, or resulting from the discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acids, alkalies, toxic
<br />chemicals, liquids, gases, polychlorinated biphenyl, petroleum contaminants spores, biological toxins, or any other
<br />materials, irritants, contaminants, or pollutants in or into the atmosphere, or on, onto, upon, in, or into the surface or
<br />subsurface of soil, water, or watercourses, objects, or any tangible or intangible matter, whether sudden or not.
<br />STANDARD OF CARE
<br />Services provided by S-H under this Agreement will be performed in a manner consistent with that degree of care and skill
<br />ordinarily exercised by members of the same profession currently practicing under similar circumstances on projects of similar
<br />size, complexity, and geographic location as that of the Project. Nothing in this Agreement is intended to create, nor shall it be
<br />construed to create, a fiduciary duty owed by either party to the other party.
<br />BETTERMENT
<br />The CLIENT recognizes and expects that certain change orders may be required to be issued as the result in whole or part of
<br />imprecision, incompleteness, omissions, ambiguities, or inconsistencies in S-H’s drawings, specifications, and other design,
<br />bidding or construction documentation furnished by S-H or in other professional services performed or furnished by S-H under this
<br />Agreement (herein after in this Betterment section referred to as S-H Documentation). If a required item or component of the
<br />Project is omitted from S-H’s Documentation, the CLIENT is responsible for paying all costs required to add such item or
<br />component to the extent that such item or component would have been required and included in the original S-H Documentation.
<br />In no event will S-H be responsible for costs or expense that provides betterment or upgrades or enhances the value of the
<br />Project.
<br />RIGHT OF ENTRY
<br />The CLIENT shall provide for entry for the employees, agents and subcontractors of S-H and for all necessary equipment. While
<br />S-H shall take reasonable precautions to minimize any damage to property, it is understood by the CLIENT that in the normal
<br />course of the project some damages may occur, the cost of correction of which is not a part of this Agreement.
<br />PAYMENT
<br />Unless otherwise provided herein, invoices will be prepared in accordance with S -H's standard invoicing practices then in effect
<br />and will be submitted to CLIENT each month and at the completion of the work on the project. Invoices are due and payable upon
<br />receipt by the CLIENT. If the CLIENT does not make payment within thirty (30) days after the date the invoice was mailed to the
<br />CLIENT, then the amount(s) due S-H shall bear interest due from the date of mailing at the lesser interest rate of 1.5% per month
<br />compounded or the maximum interest rate allowed by law. In the event that S-H files or takes any action, or incurs any costs, for
<br />the collection of amounts due it from the client, S-H shall be entitled to recover its entire cost for attorney fees and other collection
<br />expenses related to the collection of amounts due it under this Agreement. Any failure to comply with this term shall be grounds
<br />for a default termination.
<br />TERMINATION
<br />Either party may terminate this Agreement for convenience or for default by providing written notice to the other party. If the
<br />termination is for default, the non-terminating party may cure the default before the effective date of the termination and the
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