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? ,a;ned in an invoice, Client agrees to pa?'die balance of the andisputed invoiced amouats to Malcolm Pirnie in accor- dance with Schedule C. 5.6 Coltection. Any reasonable attorney's fees or other reasonable costs incurred by Malcolm Pirnie in collection of delinquent amounts shall be paid by the Client. SECTION 6- OPINIONS OF CONSTRUCTION COST 6.1 Construction Cost. The cost of constructing the Projed [Construction Cost] means the total cost to the Client of those portions of the Project designed and speci6ed in the Service Instruments. Construction Cost will not include Malcolm Pirnie's compensation and expenses, the cost of land, rights of way, or compensation for properties unless speaied in Schedule A. Construction Cost will also not include Client's legal, accounting, or insurance counseling services, or interest aad Snancing charges incurred in connection with the Project, or the cost of services to be provided by others under paragraphs 3.6 and 3.8 unless otherwise specified in Schedule A. 6.2 Opinions of Cost. Malcolm Pirnie has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions. Malcolm Pirnie's opinion of probable Construction Cost is made on the basis of Malcolm Pirnie's experience and qualifications aad represents Malcolm Pirnie's judgment as an experienced and qualified professional engineering firm, familiar with the construction industry. Malcolm Pirnie does not guarantee that proposals, bids or actual Project cost will not vary from Malcolm Pirnie's opinions of probable Construction Cost. SECTION 7 - GENERAL CONSIDERATIONS 7.2.4 applicabl&-eaw, regulation, court order or an agency of competent jurisdiction requires its disclosure; or 7.2.5 failure to disclose the information would pose an imminent and substantial threat to human health or the environment. 73 Professional Service. The Service Instruments furnished under this Agreement are the tangible results of Malcolm Pirnie's services for the Project. Malcolm Pirnie shall retain ownership and property interests in the Service Instruments whether or not Client completes the Projed. Client may retain copies in connection with the use or occupancy of the Project. 73.1 Reuse. Malcolm Pirnie does not represent the Service Instruments to be suitable for reuse by Client or others for extensions of the Project or on any other projed. Any reuse without written verification or adaptation by Malcolm Pirnie for the specific purpose intended is at Client's sole risk, without liability to Malcolm Pirnie. Any such verifi- cation or adaptation will entide Malcolm Pirnie to compensation at rates to be agreed on by the Client and Malcolm Pirnie. 73.2 CADD. Malcolm Pirnie may provide informa6on related to the Service Instruments in computer- assisted design and drafting format [CADDJ to the Client. CADD is derived in part from computer software for wluch Malcolm Pirnie is licensed These licenses are not transferable. Any unlicensed reuse of CADD may subject the user to liabilities to the software licensor. 7.4 Insurance. Malcolm Pirnie will maintaia insurance against the follovving risks during the term of the Agreement: 7.1 Changes. By written notice at any time, the Client may change the Basic Services, provided such changes are within the general scope of the services contemplated by this Agreement. In such event, an equitable adjustment both in the compensation for and time of performance of the Agree- ment shall be made in writing prior to Malcolm Pirnie's per- forming the changed services. 7.2 ConCdentiality. Malcolm Pirnie will hold secret and confidential all information designated by the Client as confidential [Confidential Information]. Malcolm Pirnie will not reveal Confiden6al Information to a third party unless: 7.2.1 the Client consents in writing; 7.2.2 the information is or becomes part of the public domain; 7.23 Malcolm Pirnie lawfully possessed the information before receipt from the Client; 7.4.1 workers compensation in statutory amounts and employer's liability for Malcolm Pirnie's employees' Project-related injuries or disease; 7.42 general liability and automobile liability each in the amount of $1,000,000 for personal injury or property damage to third parties wluch arises from Malcolm Pirnie's performance under this Agreement; and 7.43 professional liability in the amount of $1,000,000 for legal obligations arising out of Malcolm Pirnie's failure to meet the Standard of Care. 7.5 Interpretation. This Agreement shall be interpreted in accordance with the laws of the State. 7.6 Successors. 1'his Agreement is binding on the succes- sors and assigns of the Client and Malcolm Pirnie. The Agreement may not be assigned in whole or in part to any NODES.C/djl 1943003