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ARTICLE 12. REQUESTS FOR INFORMATION (RFI)
<br />If included in the scope of services, WSN will provide, with reasonable promptness, written
<br />responses to requests from any contractor for clarification, interpretation or in(ormation on lhe
<br />requirements of the ConUact Documents, If Contractor's RFI's are, in WSN's proFessional
<br />opinion, for information readily apparent from reasonable observation of feld condiUons or
<br />review of the Contract Documents, or are reasonably inferable therefrom, WSN shall be entitled
<br />to compensation for Additional Services for WSN's time in responding to such requests.
<br />GLIENT may wish to make the Contractor responsible lo the CLIENT for all such charges for
<br />addiUonal services as describetl in this article.
<br />ARTIGLE 13. CONSTRUCTION OBSERVATION
<br />If inclutletl in the scope of seroices, WSN will make site visits as specifed in the scope of
<br />services in order to observe the progress of �he Work completetl. Such site visits and
<br />observations are not iniended to be an exhaus�ve check or detailed inspection, but rather are to
<br />allow WSN to become generally familiar with the Work. WSN shall keep CLIENT informed
<br />about the progress of lhe Work and shall advise the CLIENT about o6served deficiencies in the
<br />Work. WSN shall not supervise, direct or have control over any Contractor's woric, nor have
<br />any responsibility for the construction means, melhods, techniques, sequences or procedures
<br />selected by lhe Conlractor nor for the GonUactor's safery precauHons ar programs in connection
<br />with the Work. These rights and responSibiliGes are solely those of lhe Gontraclor. WSN shall
<br />not be responsible for any acts or omissions ot any Contractor and shall not be responsible for
<br />any Contractor's failure to perform the Worie in accordance with the Contract Documents or any
<br />appiicable laws, codes, regulations, or industry standards.
<br />If construciion observa�on services are not included in the scope of services, CLIENT assumes
<br />all responsibiliry for interpretation of the Contract Documents antl for construction observalion,
<br />and the CLIENT waives any claims against WSN that are connected with the pertormance of
<br />such seroices.
<br />ARTICLE 14. BETTERMENT
<br />If, tlue to WSN's negligence, a required item or component of the Project is omitted from the
<br />construction documents, WSN shall not be responsible for paying the cost required to add such
<br />item or component to the extent that such item or component wouid have been required and
<br />included in the original constructlon documents. In no event, will WSN be responsible for any
<br />cost or expense that provides betterment or upgrades or enhances the value of the Project.
<br />ARTICLE 15. CERTIFICATIONS, GUARANTEES AND WARRANTIES
<br />WSN shall not be required io sign any tlocuments, no matter by who requested, that woultl
<br />resuit in WSN having to certify, guarantee or warrant the existence of conditions whose
<br />existence WSN cannot ascertain. CLIENT agrees not to make resolution of any dispute with
<br />WSN or payment of any amount due to WSN in any way contingent upon WSN signing such
<br />certifcation.
<br />ARTICLE 16. CONTINGENCY FUND
<br />CLIENT and WSN agree that certain increased costs and changes may be required because of
<br />possible omissions, ambiguities or inconsis[encies in the plans and specifications prepared by
<br />WSN, and therefore, that the final construction cost of the Project may exceed ihe bids, contract
<br />amount or es[imated construclion cost. CLIENT agrees to set aside a reserve in lhe amount of
<br />5% of the Project construct costs as a contingency to be used, as required, to pay for any such
<br />increased costs and changes. CLIENT turther agrees lo make no claim by way of direct or
<br />thirtl-party action against WSN with respect to any increased cosls within the contingency
<br />because of such changes or because oF any claims made by any Contractor relating to such
<br />changes.
<br />ARTICLE 17. INSURANCE
<br />WSN shall procure and maintain insurance for protection (rom claims against it under workers'
<br />compensation acts, claims for damages because of botlily injury inclutling personal injury,
<br />sickness or tlisease or death of any and all employees or of any person other than such
<br />employees, and from claims against it for damages because of injury to or tlestruc6on of
<br />property including loss of use resulting therefrom.
<br />Also, WSN shall procure and maintain professional liability insurance for protection from claims
<br />arising out of performance of professional services caused by any negligent act, error, or
<br />omission for which WSN is legally liable.
<br />Certificates of insurance will be provided lo the CLIENT upon request.
<br />ARTICLE 18. ASSIGNMENT
<br />Neilher Party to this Agreement shall transfer, sublet or assign any rights or duties under or
<br />interest in this Agreement, including but not limited to monies that are due or monies that may
<br />be due, wilhout the prior written consent of the other party. Subcontracting to subconsultants,
<br />normally contemplated by WSN as a generally accepted business praciice, shall not be
<br />considered an assignment for purposes of this Agreement.
<br />ARTICLE 19. NO THIRD•PARTY BENEFICIARIES
<br />Nothing conlained in lhis Agreement shall create a contractual relaGonship or a cause of
<br />action by a third•parry againsl eitherWSN or CLIENT. WSN's services pursuant to this
<br />Agreement are being performed solefy tor the CLIENT's benefit, and no other party or entlty
<br />shall have any claim against WSN because of this Agreement.
<br />ARTICLE 20. CORPORATE PROTECTION
<br />It is intended by Ihe parties to this Agreement �iat WSN's services ia conneclion with the
<br />Project shall not subject WSN's indiviAuai empioyees, officers or directors to any personai
<br />Iegai exposure for the risks associated wilh this Project. Therefore, and notwithstanding
<br />anylhfng to Ihe contrary, CUENT agrees that as the CLIENT's sole and exctusive remedy,
<br />any Ciaim, demand or suil sha11 be direcCed and(or asserted nnly ayainst WSN. a Minnesota
<br />corpora6on, and not ageinsl any ot WSN's individual empiayees, afficers or directprs.
<br />ARTICLE 21, CONTROLLING LAW
<br />This Agreement is to be govemed by fhe laws of lhe State oi Minnesota.
<br />ARTICLE 22. ASSIGNMENT OF RISK
<br />In recognition of the relative risks and benefits of the project to bolh the CLIENT and WSN,
<br />the risks have been allocated such that the CLIENT agrees, [o ihe fullest extent permitted by
<br />law, to limit the liability of WSN, employees of WSN and sub-consultants, to the CLIENT and
<br />to all consiruction contractors, subconUactors, agents and assigns on the project for any and
<br />all claims, losses, costs, damages of any nature wha[soever or claims expenses from any
<br />cause or causes, so that total aggregate liability of WSN, employees of WSN and sub-
<br />consultants, to all those named shall not exceed WSN's lotal fee received for sen�ices
<br />rendered on lhis project Such claims antl causes indude, buf are not limited to negligence,
<br />professional errors or omissions, strict liabilily, breach of contract or warranty.
<br />ARTICLE 23. NON•DISCRIMINATION
<br />WSN will comply with the provisions of applicable federal, state and local statutes,
<br />ordinances and regulaUons pertaining to human rights and non-discrimination.
<br />ARTICLE 24. SEVERABILITY
<br />Any provision or portion thereof in this Agreement which is held to be void or unenforceable
<br />under any law shall be deemed stricken and all remaining provisions shall continue to be
<br />valid and binding belween CLIENT antl WSN. All limits of liability and indemnities contained
<br />in the Agreement shall survive the completion or termination of the Agreement-
<br />ARTICLE 25. PRE-LIEN NOTICE
<br />Pursuant to the Agreement WSN will be performing services in
<br />connection with improvements of real property and may contract with
<br />subconsultants or subcontractors as appropriate to furnish labor, skill
<br />and/or materials in the perFormance of the work. Accortlingly, CLIENT
<br />is entitled under Minnesota law to the following Notice;
<br />(a) Any person or company supplying labor or materials for this
<br />improvement to your property may file a lien against your
<br />property if that person or company is not paid for its
<br />contributions.
<br />(b) Under Minnesota law, you have the right to pay persons who
<br />supplied labor or materials for this improvement directly and
<br />deduct this amount from our contract price, or withhold the
<br />amounts due from us until 120 days after completion of the
<br />improvement unless we give you a lien waiver signed by
<br />persons who supplied any labor or materials for the
<br />improvement and who gave you timely notice.
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