Performance of Others. You assume full responsibility and liability for the performance of all duties and obligations, as set forth herein, by all of your partners, associates, officers, employees, agents, sub-agents or producers. Any act or omission, or breach of the Agreement, by any of your partners, associates, officers, employees, agents, sub-agents or producers shall be deemed an act, omission or breach by you and we may exercise our rights under this Agreement as if such act, omission or breach had been committed by you.
Performance of Others. Development Manager is not, in the performance of its services under this Agreement, guaranteeing or warranting the performance of the Architect, the Contractor, or others employed or retained by Owner in connection with the Project. Owner acknowledges that, notwithstanding any description of Development Manager’s services, authority and obligations set forth in this Agreement: (a) Development Manager is not, and shall not be held to the standard of performance of, an engineer, contractor, architect or any other design professional; (b) Development Manager’s review or supervision of any matter submitted by an engineer, contractor, or architect shall not constitute a representation or warranty by Development Manager that such matters are prepared or performed in accordance with (i) federal, state or local legal requirements applicable to the design, construction, equipping or operation of the Project, or (ii) any applicable standard of care (provided, however, that if Development Manager obtains Knowledge that any such matters are at variance with such legal requirements or standard of care, Development Manager shall promptly notify Owner, Contractor and Architect in writing); and (c) the description of the services to be performed or the description of any duties or obligations of Development Manager shall not be interpreted to impose absolute obligations or duties on Development Manager or to require Development Manager to guarantee that the outcome or result will occur. Notwithstanding the foregoing or anything else in this Agreement, (x) nothing in this Section 2.7 shall limit Development Manager’s express obligations under this Agreement, including, without limitation, with respect to any Interim Rebalancing Amount and/or Development Manager Overrun, and (y) Development Manager shall use good faith, diligent efforts to advise Owner with respect to the activities of the Contractor and Architect of which it has Knowledge as provided in this Agreement and to devote such time and personnel as required to support such good faith, diligent efforts.
