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<br />Project 217220187P | May 11, 2022
<br />project.
<br />S-H shall advise the CLIENT if S-H observes that the contractor is not performing in general conformance of Contract Documents.
<br />CLIENT shall determine if work of contractor should be stopped to resolve any problems.
<br />OTHER SERVICES
<br />The CLIENT may direct S-H to provide other services including, but not limited to, any additional services identified in S -H's
<br />proposal. If S-H agrees to provide these services, then the schedule shall be reasonably adjusted to allow S-H to provide these
<br />services. Compensation for such services shall be at S-H's Standard Hourly Fee Schedule in effect at the time the work is
<br />performed unless there is a written Amendment to Agreement that contains an alternative compensation provision.
<br />OWNERSHIP & REUSE OF INSTRUMENTS OF SERVICE
<br />All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared
<br />by S-H as instruments of service shall remain the property of S-H. The CLIENT shall not reuse or make any modifications to the
<br />plans and specifications without the prior written authorization of S-H. The CLIENT agrees, to the fullest extent permitted by law,
<br />to defend, indemnify and hold harmless S-H its officers, directors, shareholders, employees, agents, subconsultants and affiliated
<br />companies, and any of them from any and all claims, losses, costs or damages of any nature whatsoever arising out of, result ing
<br />from or in any way related to any unauthorized reuse or modifications of the construction documents by the CLIENT or any person
<br />or entity that acquires or obtains the plans and specifications from or through the CLIENT without the written authorization of S-H.
<br />DISPUTE RESOLUTION
<br />If a dispute arises between S-H and CLIENT, the executives of the parties having authority to resolve the dispute shall meet within
<br />thirty (30) days of the notification of the dispute to resolve the dispute. If the dispute is not resolved within such thirty (30) day time
<br />period, CLIENT and S-H agree to submit to non-binding mediation prior to commencement of any litigation and that non-binding
<br />mediation is a precondition to any litigation. Any costs incurred directly for a mediator, shall be shared equally between t he parties
<br />involved in the mediation.
<br />EXCUSABLE EVENTS
<br />S-H shall not be responsible or liable to CLIENT or CLIENT’s contractors, consultants, or other agents for any of the following
<br />events or circumstances, or the resulting delay in S-H’s services, additional costs and expenses in S-H’s performance of its
<br />services, or other effects in S-H’s services, stemming in whole or part from such events and circumstances (collectively,
<br />“Excusable Events” or, singularly, an “Excusable Event”): a change in law, building code or applicable standards; actions or
<br />inactions by a governmental authority; the presence or encounter of hazardous or toxic materials on the Project; war (declare d or
<br />undeclared) or other armed conflict; terrorism; sabotage; vandalism; riot or other civil disturbance; blockad e or embargos;
<br />explosion; abnormal weather; unanticipated or unknown site conditions; epidemic or pandemic (including but not limited to
<br />COVID-19), delays or other effects arising from government-mandated or government-recommended quarantines, closure of
<br />business, access, or travel; strike or labor dispute, lockout, work slowdown or stoppage; accident; act of God; failure of any
<br />governmental or other regulatory authority to act in a timely manner; acts or omissions by CLIENT or by any CLIENT’s
<br />contractors, consultants or agents of any level on the project (including, without limitation, failure of the CLIENT to furnish timely
<br />information or approve or disapprove of S-H's services or work product promptly, delays in the work caused by CLIENT, CLIENT’s
<br />suspension, breach or default of this Agreement, or delays caused by faulty performance by the CLIENT or by CLIENT’s
<br />contractors, consultants, or agents of any level); or any delays or events outside the reasonable control of S-H. When an
<br />Excusable Event occurs, the CLIENT agrees S-H is not responsible for any actual or claimed damages incurred by CLIENT or
<br />CLIENT’s contractors, consultants, or agents, S-H shall not be deemed to be in default of this Agreement, and S-H shall be
<br />entitled to a change order to equitably increase and extend S-H’s time for performance of its services, as well as equitably
<br />increase the contract sum to compensate S-H for its increased labor, expenses, and other costs to perform its services, due to the
<br />Excusable Event.
<br />ASSIGNMENT
<br />Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including but not
<br />limited to monies that are due or monies that may be due) without the prior written consent of the other party.
<br />SEVERABILITY, SURVIVAL AND WAIVER
<br />Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions
<br />shall continue in full force and effect. All obligations arising prior to the termination of this Agreement and all provisions of this
<br />Agreement allocating responsibility or liability between the CLIENT and S-H shall survive the completion of the services hereunder
<br />and the termination of this Agreement. The failure of a party to insist upon strict compliance of any term hereof shall not constitute
<br />a waiver by that party of its rights to insist upon strict compliance at a subsequent date.
<br />GOVERNING LAW
<br />This Agreement shall be governed pursuant to the laws in the state of the locale of the S-H office address written in this
<br />Agreement.
<br />EQUAL EMPLOYMENT OPPORTUNITY
<br />It is the policy of S-H to provide equal employment opportunities for all. S-H enforces the following acts and amendments as
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