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. _ A!JG-69~04 16: IT FROM- T-036 P,004/006 F-959 Vendor Cart Graphics Project #2004368.00 Page 3 III. GENERAL PROVISIONS: It is understood and agreed that the services being provided under this letter form agreemen1/worl< authorization (agreement) are preliminary in nature. These services are part of the conceptualization development of the project. As such. if the project does not proceed to actual development by the Client, the Client agrees to indemnify, hold harmless and defend Architect, to the fullest extent allowed by law, from any claims, liability, or costs, including attomeys fees, that may arise out of or in connection with the project, even actual or alleged 'design defects" and/or 'active negligence". If the project proceeds to actual development by the Client. then the Client will negotiate a new agreement with tile Architect to perform the professional services required to be performed by an arChitect, or the Client will retain another appropriately licensed architect to perform such services. If the Client retains another architect the Client agrees to indemnify, hold harmless and defend Architect, to the fullest extent allowed by law, from any claims, liability or costs, including attorneys fees, that may arise out of or in connection with the project, even actual or alleged 'design defects' and/or "active negligence". The Client will provide the Architect with all information within Client's possession which is relevant to the services provided hereunder. The Architect is entitled to rely on the accuracy and completeness of such information without independent review or checking unless such additional review is specifically part of the Architect's scope of services hereunder. Wrth respect to the resutting lot yield of plans provided, it is specifically understood that the lot yield is necessarily based on preliminary and/or partial information provided by the Client or others, and the Archrtect shall in no event be liable for assuring that the estimated lot yield can be obtained. The Client agrees to indemnify, hold harmless and protect the Architect, to the fullest extent allowed by law, from any claims, liability or costs, including attomeys fee, that may arise out of or in connection with the use of such infol111ation provided by or through the Client and/or any yield calculations provided hereunder, even actual or alleged "design defects' and/or "active negligence". The services under this agreement may result in conceptual or preliminary plans or reports ("Deliverables"), which are instruments of service, the ownership of which will be retained by the Architect. However, the Client may use such Deliverables, but only for thiS project and only for use by this Client If the Archttect is no longer the archttect of record for this project the indemnification and hold harmless provisions of the first paragraph under these General Provisions shall apply to any such use. Architect's services and the rights and obligations of the Client hereunder may not be assigned by the Client without specific written agreement of the Architect. In consideration of the Architect's undertaking of the obligations imposed by this Agreement, The Client agrees to waive any claim against the Architect and to defend indemnify and hold the Architect and Architects principals and employees harmless to the fullest extent allowed by law from any claim or liability for Injury or loss allegedly arising from the use of the Architect's plans. The protections, indemnifications and limits of liability afforded to the Architect under this agreement are also afforded to the Architect's subconsultants and both of their principals, subconsullants and employees. EXHIBIT A 1