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<br />Project 217220187P | May 11, 2022
<br />termination for default will not be effective. The termination for convenience and for default, if the default is not cured, shall be
<br />effective seven (7) days after receipt of written notice by the non-terminating party. In the event that this Agreement is terminated
<br />for the convenience of either party or terminated by S-H for the default of the CLIENT, then S-H shall be paid for services
<br />performed to the termination effective date, including reimbursable expenses due, and termination expenses attributable to th e
<br />termination. In the event the CLIENT terminates the Agreement for the default of S-H and S-H does not cure the default, then S-H
<br />shall be paid for services performed to the termination notice date, including reimbursable expenses due, but shall not be paid for
<br />services performed after the termination notice date and shall not be paid termination expenses. Termination expenses shall
<br />include expenses reasonably incurred by S-H in connection with the termination of the Agreement or services, including, but not
<br />limited to, closing out Project records, termination of subconsultants and other persons or entities whose services were retained
<br />for the Project, and all other expenses directly resulting from the termination.
<br />INFORMATION PROVIDED BY OTHERS
<br />S-H shall indicate to the CLIENT the information needed for rendering of services hereunder. The CLIENT shall provide to S-H
<br />such information, including electronic media, as is available to the CLIENT and the CLIENT's consultants and contractors, and S-
<br />H shall be entitled to rely upon the accuracy and completeness thereof. The CLIENT recognizes that it is difficult for S-H to
<br />assure the accuracy, completeness and sufficiency of such client-furnished information, either because it is provided by others or
<br />because of errors or omissions which may have occurred in assembling the information the CLIENT is providing. Accordingly, the
<br />CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless S-H, its officers, directors, shareholders,
<br />employees, agents, subconsultants and affiliated companies, and any of them, from and against any and all claims, liabilities,
<br />losses, costs , expenses (including reasonable attorneys’ fees, experts’ fees, and any other legal costs) for injury or loss arising
<br />or allegedly arising from errors, omissions or inaccuracies in documents or other information provided by the CLIENT.
<br />UNDERGROUND UTILITIES
<br />Information for location of underground utilities may come from the CLIENT, third parties, and/or research performed by S-H or its
<br />subcontractors. S-H will use the standard of care defined in this Agreement in providing this service. The information that S-H
<br />must rely on from various utilities and other records may be inaccurate or incomplete. Therefore, the CLIENT agrees, to the
<br />fullest extent permitted by law, to indemnify and hold harmless S-H, its officers, directors, shareholders, employees agents,
<br />subconsultants, affiliated companies, and any of them for all claims, losses, costs and damages arising out of the location of
<br />underground utilities provided or any information related to underground utilities by S-H under this Agreement.
<br />CONTRACTOR MATTERS
<br />CLIENT agrees that S-H shall not be responsible for the acts or omissions of the CLIENT’s contractor, or subcontractors, their
<br />employees, agents, consultants, suppliers or arising from contractor’s or subcontractors’ work, their employees, agents,
<br />consultants, suppliers or other entities that are responsible for performing work that is not in conformance with the construction
<br />Contract Documents, if any, prepared by S-H under this Agreement. S-H shall not have responsibility for means, methods,
<br />techniques, sequences, and progress of construction of the contractor, subcontractors, agents, employees, agents, consultants, or
<br />other entities. In addition, CLIENT agrees that S-H is not responsible for safety at the project site and that safety during
<br />construction is for the CLIENT to address in the contract between the CLIENT and contractor.
<br />SHOP DRAWING REVIEW
<br />If, as part of this Agreement S-H reviews and approves Contractor submittals, such as shop drawings, product data, samples and
<br />other data, as required by S-H, these reviews and approvals shall be only for the limited purpose of checking for conformance with
<br />the design concept and the information expressed in the contract documents. This review shall not include review of the accuracy
<br />or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or
<br />methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibil ity of
<br />the Contractor. S-H's review shall be conducted with reasonable promptness while allowing sufficient time in S-H's judgment to
<br />permit adequate review. Review of a specific item shall not indicate that S -H has reviewed the entire assembly of which the item
<br />is a component. S-H shall not be responsible for any deviations from the contract documents not brought to the attention of S -H in
<br />writing by the Contractor. S-H shall not be required to review partial submissions or those for which submissions of correlated
<br />items have not been received.
<br />OPINIONS OF PROBABLE COST
<br />If, as part of this Agreement S-H is providing opinions of probable construction cost, the CLIENT understands that S-H has no
<br />control over costs or the price of labor, equipment or materials, or over the Contractor's method of pricing, and that S-H's opinions
<br />of probable construction costs are to be made on the basis of S-H's qualifications and experience. S-H makes no warranty,
<br />expressed or implied, as to the accuracy of such opinions as compared to bid or actual c osts.
<br />CONSTRUCTION OBSERVATION
<br />If, as part of this Agreement S-H is providing construction observation services, S-H shall visit the project at appropriate intervals
<br />during construction to become generally familiar with the progress and quality of the contractors' work and to determine if the work
<br />is proceeding in general accordance with the Contract Documents. Unless otherwise specified in the Agreement, the CLIENT has
<br />not retained S-H to make detailed inspections or to provide exhaustive or continuous project review and observation services. S-
<br />H does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, its
<br />subcontractors, employees, agents, consultants, suppliers or any other entities furnishing materials or performing any work on the
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