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indemnify Consultant for Owner's unauthorized use of Intellectual Property, Work Product,
<br />and Deliverables.
<br />5.0 Submittals. In the event Consultant reviews any of shop drawings, samples, product data, and such
<br />other submittals ("Submittals"), Consultant shall promptly review and/or take appropriate actions as
<br />may be required. Consultant shall respond to Submittals with one of the following designations, 1)
<br />No Exception; 2) Exception as noted; or 3) Rejected — Resubmit. Reviews are for general
<br />conformance with design concept of project and general compliance with Contract Documents only.
<br />Consultant's review of Submittals is not conducted for the purpose of determining the accuracy and
<br />completeness of other details such as dimensions and quantities, or for substantiating instructions
<br />for installation or performance of equipment or systems, all of which remain the sole responsibility of
<br />the Contractor. The Consultant's review shall not constitute approval of Contractor's safety
<br />precautions, or construction means, methods, techniques, sequences, or procedures.
<br />6.0 Opinions of Probable Costs. Any and all estimates provided by Consultant are opinions of probable
<br />costs based on information that is reasonably available to Consultant. Owner acknowledges and
<br />agrees that Consultant has no control over the cost of labor, materials, equipment or services, or the
<br />means and methods used by others in determining prices, competitive bidding, or market conditions.
<br />Owner further acknowledges and understands that proposals, bids, and/or actual project costs may,
<br />and probably will vary from the estimates and opinions of probable costs provided by Consultant
<br />under the Agreement.
<br />7.0 Construction Means and Methods. Notwithstanding anything under the Agreement, or otherwise
<br />expressed or implied by Consultant, Consultant shall not have control over, charge of, or be
<br />responsible, in any way, for the means, methods, techniques, sequences or procedures, or for any
<br />health or safety programs in connection with any construction work arising from the Agreement or
<br />any Deliverable or Work Product.
<br />8.0 Conflicts. In the event that any term of these Terms and Conditions conflict with the terms and
<br />conditions of another portion of the Agreement, in all instances, these Terms and Conditions shall
<br />control and prevail.
<br />9.0 Force Majeure and Unforeseeable Conditions. Consultant shall not be responsible for and Owner
<br />hereby releases Consultant from any claim, damage, delay or loss resulting from: (1) fires, riots, labor
<br />disputes, war, terrorism, weather, acts of god, epidemics, or other force majeure; (ii) governmental
<br />action or failure to act (including, without limitation, plan reviews, permits, and/or approvals); (iii)
<br />unforeseen circumstances or conditions (including, without limitation, unforeseen site conditions); (iv)
<br />discovery of any hazardous substances or differing site conditions; and/or, (v) circumstances or
<br />events outside the reasonable control or responsibility of Consultant.
<br />10.0 Mutual Waiver and Release Against Individual Employees. Consultant and Owner agree to
<br />release, waive, discharge, and covenant not to sue individual employees of the other party from any
<br />and all liability, claims, demands, actions, and causes of action whatsoever arising out of or the result
<br />of any loss or injury stemming from the performance of the Agreement that may be sustained,
<br />regardless of whether such loss is caused by the negligence of the employee and regardless of
<br />whether such liability arises in tort, contract, strict liability, or otherwise, to the fullest extent allowed
<br />by law —except in cases of gross negligence or willful misconduct.
<br />11.0 Payment.
<br />11.1 If an invoice is not paid within 30 days of issue, interest will be charged on the principal
<br />balance shown on the invoice. Interest will be calculated by multiplying the unpaid balance
<br />by the periodic rate of the 1.5% per month (18% per annum), or the statutory maximum
<br />according to applicable state law, if less. The unpaid balance will bear interested until paid.
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