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PERKINS+WILL
<br /> Verification of existing conditions and dimensions, if provided, is based on access to visible elements and is not
<br /> intended to be exhaustive or incontestable. Rather, such verification is intended to confirm the general limits of
<br /> existing spaces for planning purposes only.
<br /> HAZARDOUS MATERIALS
<br /> Perkins+WilI shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of
<br /> persons to, hazardous materials or toxic substances in any form at the Project site.
<br /> Unless otherwise disclosed and arranged for disposal, the Client represents to Perkins+Will that, to the best of the
<br /> Client's knowledge and belief, no hazardous or toxic substances within the meaning of any applicable statute or
<br /> regulation are presently stored, or otherwise located on the Project site, or adjacent thereto. Further, within the
<br /> definition of such statutes or regulations, no part of the Project site, including the ground water located thereon, is
<br /> presently contaminated with such substances.
<br /> CONTRACTOR MEANS & METHODS
<br /> The Architect shall not have control over,charge of,or responsibility for the construction means, methods,techniques,
<br /> sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect
<br /> be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract
<br /> Documents.
<br /> SUSPENSION AND TERMINATION
<br /> If the Client fails to make payments to Perkins+Will in accordance with this Agreement, Perkins+Will may suspend
<br /> its services under this Agreement. If Perkins+Will elects to suspend services, Perkins+Will shall give 7 days' written
<br /> notice to the Client before suspending services. Perkins+Will shall have no liability to the Client for delay or damage
<br /> caused the Client because of such suspension of services. Before resuming services, Perkins+Will shall be paid all
<br /> sums due prior to suspension and any expenses incurred in the interruption and resumption of Perkins+Will's services.
<br /> Perkins+Will's fees for the remaining services and the time schedules shall be equitably adjusted.
<br /> This Agreement may be terminated by either Party by giving written notice at least thirty (30) days prior to the date
<br /> of termination. In the event of such termination, the Client shall pay Perkins+Will for services performed and
<br /> Reimbursable Expenses incurred through date of termination, unless otherwise agreed upon by both Parties.
<br /> COPYRIGHT AND LICENSING
<br /> Perkins+Will and Perkins+Will's consultants shall be deemed the authors and owners of their respective Instruments
<br /> of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved
<br /> rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory
<br /> requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation
<br /> of the reserved rights of Perkins+Will and Perkins+Will's consultants.
<br /> Upon execution of this Agreement, Perkins+Will grants to the Client a nonexclusive license to use Perkins+Will's
<br /> Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to
<br /> the Project, provided that the Client substantially performs its obligations, including prompt payment of all sums when
<br /> due, under this Agreement. Perkins+Will shall obtain similar nonexclusive licenses from Perkins+Will's consultants
<br /> consistent with this Agreement.The license granted under this section permits the Client to authorize the Contractor,
<br /> Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Client's consultants and
<br /> separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in
<br /> performing services or construction for the Project. If Perkins+Will rightfully terminates this Agreement for cause, the
<br /> license granted in this Section shall terminate.
<br /> In the event the Client uses the Instruments of Service without retaining the author of the Instruments of Service, the
<br /> Client releases Perkins+Will and Perkins+WiII's consultant(s) from all claims and causes of action arising from such
<br /> uses. The Client, to the extent permitted by law, further agrees to indemnify and hold harmless Perkins+Will and its
<br /> consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted
<br /> by any third person or entity to the extent such costs and expenses arise from the Client's use of the Instruments of
<br /> Service under this Section. The terms of this Section shall not apply if the Client rightfully terminates this Agreement
<br /> for cause.
<br /> Perkins+Will shall have the right to include photographic or artistic representations of the design of the Project among
<br /> the Perkins+Will's promotional and professional materials. Perkins+Will shall be given reasonable access to the
<br /> completed Project for such photo documentation. However, Perkins+Will's materials shall not include the Client's
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