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INDEMNIFICATION
<br /> Client shall indemnify and hold harmless Engineer,and Engineer's owners,officers, employees,and consultants from
<br /> and against any and all claims, losses, injuries, expenses,costs,judgments,damages,or claim expenses arising out
<br /> of or relating to the Project or this Agreement,if caused in whole or in part by the negligent act,omission,and/or strict
<br /> liability of anyone except Engineer,or Engineer's owners,officers,employees,or consultants.
<br /> ENVIRONMENTAL CONDITIONS
<br /> Engineer's services shall not include Environmental Work to investigate, identify, mitigate, or resolve any
<br /> environmental hazard or adverse environmental condition related to the Project,whether any such condition is known
<br /> or unknown;and Engineer shall have no liability related thereto to any party. For purposes of this provision, Engineer's
<br /> knowledge or documentation of any such condition, or notations by Engineer on Project documents that generally
<br /> state the requirement for resolution by others,shall not be considered Environmental Work.
<br /> CONSTRUCTION COSTS
<br /> Client recognizes that Engineer has no control over market conditions,contractors'methods of bidding,nor the cost of
<br /> construction labor,equipment, or materials. Consequently, Engineer makes no warranty or other representation that
<br /> bids or actual construction costs will not exceed any established estimate or budget for the Project, including any
<br /> estimate prepared by Engineer. Any redesign or value-engineering work requested or required in order to lower
<br /> construction costs will be performed as Additional Services.
<br /> CADD FILES AND OTHER ELECTRONIC DATA
<br /> The delivery of any drawings or other data in electronic format shall not be construed to provide an express warranty
<br /> or a guarantee that all dimensions,coordinates,measurements, notations,or other data Is exact or complete;nor that
<br /> the intended or unintended uses or modifications of such data by others implies any review,oversight, or approval by
<br /> Engineer. In no case shall the transfer, delivery, or receipt of such data provide any right to others to rely upon the
<br /> electronic information. In all cases,hard-copy drawings shall be the authoritative documents, taking precedence over
<br /> any electronic data.
<br /> PROJECT DOCUMENTS
<br /> All drawings, specifications, reports, and other documents produced pursuant to this Agreement shall be instruments
<br /> of service provided by Engineer,and consequently are the exclusive property of Engineer. Client is granted license by
<br /> Engineer for use of the documents,only for the Project site and the intended use thereof. This license shall allow the
<br /> Ownets contractors, and their subcontractors and suppliers,to use the Project drawings and specifications for normal
<br /> construction purposes, Project documents may not be used nor relied upon by others except by specific written
<br /> permission from Engineer, nor shall they be used by anyone in connection with any other project or site. Project
<br /> documents may require Interpretation by Engineer during project construction,or may need modification in response to
<br /> changed conditions or regulations,discovery of unknown conditions or regulations,or other cause.
<br /> ENGINEER'S DUTIES DURING CONSTRUCTION
<br /> During the course of Project construction, Engineer shall not supervise, direct, control, have authority over, nor be
<br /> responsible for any contractor's or subcontractor's means,methods,techniques, or procedures of construction, or the
<br /> safety precautions and programs incident thereto, or for any failure of any contractor or subcontractor to comply with
<br /> contract documents or with laws and regulations applicable to the furnishing or performance of the contractor's work.
<br /> CERTIFICATIONS
<br /> Any certification issued by Engineer for this Project shall be understood as a statement of Engineer's professional
<br /> opinion regarding the condition being certified,based on Engineer's limited knowledge,and based on work performed
<br /> under the scope of this Agreement No certification issued by Engineer shall constitute an express warranty or i(
<br /> guarantee to any party,including Client, i
<br /> SEVERABILITY
<br /> If any one or more provisions of this Agreement are found to be invalid, illegal, or unenforceable for any reason, all
<br /> other portions of this Agreement shall remain in effect. Failure by Engineer to enforce any provision of this Agreement
<br /> shall not constitute a waiver of the provision,or waiver of any other provision or right under this Agreement or in law.
<br /> TERMINATION
<br /> Either party may terminate this Agreement, for convenience or for cause. In the event of termination by either party,
<br /> Client shall pay Engineer for all services performed prior to the time of notice of such termination. In addition, if
<br /> termination occurs by Client for any reason other than Engineer's negligence, error, omission, or material breach of
<br /> contrast, Client shall pay Engineer 20% of the remaining unbilied contract amount or estimated fee, as applicable.
<br /> Upon termination of this Agreement for any reason,Client's license for further use of any Project documents produced
<br /> under this Agreement shall be immediately revoked;whereupon Client shall not use, nor allow any agent of Client to
<br /> use,the documents for any purpose,except as may be agreed In writing by Engineer. 1
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<br /> SURVIVAL
<br /> All express and implied waivers,indemnification obligations,limitations,and procedures contained herein shall survive
<br /> termination of this Agreement for any reason.
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