Acceptance of Engagement and Performance Standard. Manager hereby accepts its engagement to perform the Services and, subject to the terms of this Agreement, shall utilize the Performance Standard to perform the Services in a manner that is consistent with the Budget, consistent with the Schedule of Performance and in compliance with the Project Requirements. The Parties acknowledge and agree that: (i) Manager is not acting as a contractor and is not an architect, structural, civil or other engineer or other design professional, and shall not be required to provide any construction, design or other architectural services under this Agreement; (ii) this Agreement and Manager’s performance hereunder shall not constitute a guaranty by Manager of the performance of the Contractors, Architects/Engineers and Project Consultants; (iii) Manager has not guaranteed any projected results in any Budget, Schedule of Performance or other projection; and (iv) Manager shall not have any liability for any actions taken at the express written direction or request of an HPS Representative, provided that Manager shall inform such HPS Representative prior to taking any such action that Manager believes is materially inconsistent with the Project Requirements. Manager’s review and supervision of any matters submitted by any Independent Contractor shall not constitute any representation or warranty by Manager (and Manager makes no such representation or warranty) that such matters or any work performed by such Persons in connection therewith comply with Applicable Laws or requirements or applicable standards of care or as to the accuracy of such matters, including methods and materials used in construction. In performing the Services, Manager shall be authorized to use not only its own employees, but also such third-party providers of labor, material and services, including contractors, construction managers, subcontractors, surveyors, engineers, architects, attorneys, consultants and similar experts, as Manager shall deem necessary or appropriate with the Approval of HPS or otherwise consistent with the Budget. It is acknowledged and agreed that HPS will hire one or more third party construction managers recommended by Manager that HPS Approves, in accordance with the Budget, to assist in the performance of the Services, and the costs of such construction managers hired by HPS shall be Development Costs.
