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Professional Services Agreement
<br />Arden Manor and Floral Parks
<br />Playground Equipment Replacement and Reconstruction
<br />Design and Construction Administration Services
<br />November 10, 2021
<br />Page 11 of 14
<br />
<br />Version2.3 02052021
<br />The CLIENT recognizes that designs, plans, and data stored on electronic media including, but not limited to
<br />computer disk, magnetic tape, or files transferred via email, may be subject to undetectable alteration and/or
<br />uncontrollable deterioration. The CLIENT, therefore, agrees that COMPANY shall not be liable for the
<br />completeness or accuracy of any materials provided on electronic media after a 30-day inspection period, during
<br />which time COMPANY shall correct any errors detected by the CLIENT to complete the design in accordance
<br />with the intent of the contract and specifications. After 40 days, at the request of the CLIENT, COMPANY shall
<br />submit a final set of sealed drawings, and any additional services to be performed by COMPANY relative to the
<br />submitted electronic materials shall be subject to separate agreement. The CLIENT is aware that differences
<br />may exist between the electronic files delivered and the printed hard-copy construction documents. In the event
<br />of a conflict between the signed construction documents prepared by the COMPANY and electronic files, the
<br />signed or sealed hard-copy construction documents shall govern.
<br />8.20 Information Provided by Others
<br />The CLIENT shall furnish, at the CLIENT’s expense, all information, requirements, reports, data, surveys and
<br />instructions required by this AGREEMENT. The COMPANY may use such information, requirements, reports,
<br />data, surveys and instructions in performing its services and is entitled to rely upon the accurac y and
<br />completeness thereof. The COMPANY shall not be held responsible for any errors or omissions that may arise
<br />as a result of erroneous or incomplete information provided by the CLIENT and/or the CLIENT’s consultants
<br />and contractors.
<br />COMPANY is not responsible for accuracy of any plans, surveys or information of any type including electronic
<br />media prepared by any other consultants, etc. provided to COMPANY for use in preparation of plans. The
<br />CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the COMPANY from any
<br />damages, liabilities, or costs, including reasonable attorneys’ fees and defense costs, arising out of or connected
<br />in any way with the services performed by other consultants engaged by the CLIENT.
<br />COMPANY is not responsible for accuracy of topographic surveys provided by others. A field check of a
<br />topographic survey provided by others will not be done under this AGREEMENT unless indicated in the Scope
<br />of Services.
<br />8.21 Force Majeure
<br />The CLIENT agrees that the COMPANY is not responsible for damages arising directly or indirectly from any
<br />delays for causes beyond the COMPANY's control. CLIENT agrees to defend, indemnify, and hold COMPANY,
<br />its consultants, agents, and employees harmless from any and all liability, oth er than that caused by the
<br />negligent acts, errors, or omissions of COMPANY, arising out of or resulting from the same. For purposes of
<br />this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes; severe weather
<br />disruptions or other natural disasters or acts of God; fires, riots, war or other emergencies; disease epidemic or
<br />pandemic; failure of any government agency to act in a timely manner; failure of performance by the CLIENT or
<br />the CLIENT’S contractors or consultants; or discovery of any hazardous substances or differing site conditions.
<br />Severe weather disruptions include but are not limited to extensive rain, high winds, snow greater than two (2)
<br />inches and ice. In addition, if the delays resulting from any such causes increase the cost or time required by
<br />the COMPANY to perform its services in an orderly and efficient manner, the COMPANY shall be entitled to a
<br />reasonable adjustment in schedule and compensation.
<br />8.22 Job Site Visits and Safety
<br />Neither the professional activities of COMPANY, nor the presence of COMPANY’S employees and sub-
<br />consultants at a construction site, shall relieve the general contractor and any other entity of their obligations,
<br />duties and responsibilities including, but not limited to, construction me ans, methods, sequence, techniques or
<br />procedures necessary for performing, superintending or coordinating all portions of the work of construction in
<br />accordance with the contract documents and any health or safety precautions required by any regulatory
<br />agencies. COMPANY and its personnel have no authority to exercise any control over any construction
<br />contractor or other entity or their employees in connection with their work or any health or safety precautions.
<br />The CLIENT agrees that the general contractor is solely responsible for job site safety, and warrants that this
<br />intent shall be made evident in the CLIENT's AGREEMENT with the general contractor. The CLIENT also
<br />agrees that the CLIENT, COMPANY and COMPANY’S consultants shall be indemnified and shall be made
<br />additional insureds on the general contractor’s and all subcontractor’s general liability policies on a primary and
<br />non-contributory basis.
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