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T&C-1 TERMS AND CONDITIONS The Client understands and acknowledges that in the evaluation, remodeling or repair of existing structures, certain design and technical decisions are made on assumptions based upon readily available documents and easily observed existing conditions. Unless specifically directed in writing by the Client, HGA shall not perform or have performed any destructive testing or open any concealed portions of the structure in order to ascertain actual conditions. Where relevant, the Client agrees to provide the following information and/or Services, at its expense, and HGA shall be entitled to rely upon the accuracy and completeness thereof: 1. Any structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials or other test inspection and reports required by code, regulation, law or the Contract Documents. 2. Legal, insurance and accounting services as may be necessary. The proposed language of certificates, assignments or agreements that require HGA's consent or signature shall be submitted for HGA's review at least 14 days prior to the date execution is needed. The time for review and/or negotiation of any such documents that HGA determines not to be a standard industry form shall be an Additional Service. 3. Provide answers to HGA’s questions and attend meetings as required to accomplish the Project. 4. Provide the best available documentation and information regarding the existing conditions. HGA will invoice monthly for Basic Services, and Additional Services and any Reimbursable Expenses. Payment is not conditional upon the happening of any other event and is due upon receipt of the invoice. Any invoiced amount not paid within thirty (30) days of the date of the invoice will include an interest and service charge of one percent (1%) per month. Objections not made to an HGA invoice in writing within thirty (30) days are deemed waived. If proper objection is not made, and you fail to pay HGA within sixty (60) days of receipt of any invoice, HGA may, after giving seven (7) days’ written notice, suspend services until the outstanding balances are paid. The Client and HGA shall not be liable to each other for any consequential damages, including loss of use, loss of profit, or cost of financing. HGA shall not have control over or charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility. HGA shall not be responsible for the Contractor’s schedules or failure to carry out the Work in accordance with the Contract Documents. HGA and its consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials in any form. HGA shall retain all intellectual property rights to the drawings, specifications or other documents it prepares. The Client may retain copies, including reproducible copies of such documents for information and reference in connection with its use or occupancy of the Project. This Agreement may be terminated by either party upon seven (7) days’ written notice should the other fail substantially to perform in accordance with its terms, through no fault of the party that initiates the termination. In the event of termination, HGA shall be compensated for all services performed and expenses incurred to that date. Nothing contained in this Agreement shall cause any third party to be a beneficiary of this Agreement. This Agreement is intended to be the entire Agreement between us. Any changes or additions to this Agreement must be in writing and signed by both of us. The pre-printed terms and conditions of any Purchase Order issued for convenience that may be signed by both of us are not an addition or amendment to this Agreement and are of no force and effect.