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'^RTICLE 12. REQUESTS FOR INFORMATION (RFI)
<br />Juded in the scope of services, WSN will provide, with reasonable promptness, written
<br />1---ponses to requests from any contractor for clarification, interpretation or information on the
<br />requirements of the Contract Documents. If Contractor's RFI's are, in WSN's professional opinion,
<br />for information readily apparent from reasonable observation of field conditions or review of the
<br />Contract Documents, or are reasonably inferable therefrom, WSN shall be entitled to compensation
<br />for Additional Services for WSN's time in responding to such requests. CLIENT may wish to make
<br />the Contractor responsible to the CLIENT for al such charges for additional services as described in
<br />this article.
<br />ARTICLE 13. CONSTRUCTION OBSERVATION
<br />If included in the scope of services, WSN will make site visits as specified in the scope of services in
<br />order to observe the progress of the Work completed. Such site visits and observations are not
<br />intended to be an exhaustive check or detailed inspection, but rather are to allow WSN to become
<br />generally familiar with the Work. WSN shall keep CLIENT informed about the progress of the Work
<br />and shall advise the CLIENT about observed deficiencies in the Work. WSN shall not supervise,
<br />direct or have control over any Contractor's work, nor have any responsibility for the construction
<br />means, methods, techniques, sequences or procedures selected by the Contractor nor for the
<br />Contractor's safety precautions or programs in connection with the Work. These rghts and
<br />responsibilities are solely those of the Contractor. WSN shall not be responsible for any acts or
<br />omissions of any Contractor and shall not be responsible for any Contractor's failure to perform the
<br />Work in accordance with the Contract Documents or any applicable laws, codes, rules or
<br />regulations.
<br />If construction observation services are not Included in the scope of services, CLIENT assumes all
<br />responsibility for interpretation of the Contract Documents and for construction observation, and the
<br />CLIENT waives any claims against WSN that are connected with the performance of such services.
<br />ARTICLE 14. BETTERMENT
<br />If, due 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 item
<br />or component to the extent that such item or component would have been required and 'included in
<br />the original construction documents. In no event, will WSN be responsible for any cost or expense
<br />that provides betterment or upgrades or enhances the value of the ProjecL
<br />` ' T1CLE 15, CERTIFICATIONS, GUARANTEES AND WARRANTIES
<br />�'4�SN shag not be required to sign any documents, no matter by who requested, that would result in
<br />WSN having to certify, guarantee or warrant the existence of conditions whose existence WSN
<br />cannot ascertain. CLIENT agrees not to make resolution of any dispute with WSN or payment of
<br />any amount due to WSN in anyway contingent upon WSN signing such certification.
<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 inconsistencies in the plans and specifications prepared by WSN,
<br />and therefore, that the final construction cost of the Project may exceed the bids, contract amount or
<br />estimated construction cost. CLIENT agrees to set aside a reserve in the amount of 5% of the
<br />Project construct costs as a contingency to be used, as required, to pay for any such increased
<br />costs and changes. CLIENT further agrees to make no claim byway of direct or third -party action
<br />against WSN with respect to any increased costs within the contingency because of such changes
<br />or because of any claims made by any Contractor relating to such changes.
<br />ARTICLE 17. INSURANCE
<br />WSN shall procure and maintain insurance for protection from claims against it under workers'
<br />compensation acts, claims for damages because of bodily, injury including personal injury, sickness
<br />or disease or death of any and all employees or of any person other than such employees, and from
<br />claims against it for damages because of injury to or destruction of property including loss of use
<br />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 omission
<br />for which WSN is legally liable.
<br />Certificates of insurance will be provided to the CLIENT upon request.
<br />ARTICLE 18, ASSIGNMENT
<br />Neither Party to this Agreement shall transfer, sublet or assign any rights or duties under or interest
<br />in this Agreement, including but not limited to monies that are due or monies that may be due,
<br />without the prior written consent of the other party. Subcontracting to subconsultants, normally
<br />ntemplated by WSN as a generally accepted business pract'nce, shall not be considered an
<br />`„�,signment for purposes of this Agreement.
<br />ARTICLE 19. NO THIRD-PARTY BENEFICIARIES
<br />Nothing contained in this Agreement shag create a contractual relationship or a cause of action
<br />by a third -party against either WSN or CLIENT. WSN's services pursuant to this Agreement are
<br />being performed solely for the CLIENT'S benefit, and no other party or entity shall have any claim
<br />against WSN because of this Agreement.
<br />ARTICLE 20. CORPORATE PROTECTION
<br />It is intended by the parties to this Agreement that WSN's services in connection with the Project
<br />shall not subject WSN's individual employees, officers or directors to any personal legal exposure
<br />for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary,
<br />CLIENT agrees that as the CLIENT's sole and exclusive remedy, any claim, demand or suit shall
<br />be directed and/or asserted only against WSN, a Minnesota corporation, and not against any of
<br />WSN's individual employees, officers or directors.
<br />ARTICLE 21. CONTROLLING LAW
<br />This Agreement is to be governed by the laws of the State of Minnesota.
<br />ARTICLE 22. ASSIGNMENT OF RISK
<br />In recognition of the relative risks and benefits of the project to both the CLIENT and WSN, the
<br />risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to
<br />limit the liabiity of WSN, employees of WSN and sub - consultants, to the CLIENT and to all
<br />construction contractors, subcontractors, agents and assigns on the project for any and all claims,
<br />losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes,
<br />so that total aggregate liability of WSN, employees of WSN and sub - consultants, to all those
<br />named shall not exceed WSN's total fee for services rendered on this project. Such claims and
<br />causes include, but are not limited to negligence, professional errors or omissions, strict labilly,
<br />breach of contract or warranty.
<br />ARTICLE 23, NON-DISCRIMINATION
<br />WSN wil comply with the provisions of applicable federal, slate and local statutes, ordinances
<br />and regulations 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 under
<br />any law shall be deemed stricken, and all remaining provisions shall continue to be valid and
<br />binding between CLIENT and WSN. All limits of liability and indemnities contained in the
<br />Agreement shall survive the completion or termination of the Agreement.
<br />HJN/hjn/929004v1
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