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ARTICLE 12.REQUESTS FOR INFORMATION(RFI) ARTICLE 19.NO THIRD-PARTY BENEFICIARIES
<br /> If included in the scope of services,WSN will provide,with reasonable promptness,written Nothing contained in this Agreement shall create a contractual relationship or a cause of action
<br /> responses to requests from any contractor for clarification,Interpretation or Information on the by a third-party against either WSN or CLIENT.WSN's services pursuant to this Agreement are
<br /> requirements of the Contract Documents. If Contractor's RFI's are,in WSN's professional opinion, being performed solely for the CLIENT's benefit,and no other party or entity shall have any claim
<br /> for information readily apparent from reasonable observation of field conditions or review of the against WSN because of this Agreement
<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 all such charges for additional services as described in ARTICLE 20.CORPORATE PROTECTION
<br /> this article. 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 /> ARTICLE 13.CONSTRUCTION OBSERVATION CLIENT agrees that as the CLIENT's sole and exclusive remedy,any claim,demand or suit shall
<br /> If included in the scope of services,WSN will make site visits as specified in the scope of services in be directed and/or asserted only against WSN,a Minnesota corporation,and not against any of
<br /> order to observe the progress of the Work completed. Such site visits and observations are not WSN's individual employees,officers or directors.
<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, ARTICLE 21.CONTROLLING LAW
<br /> direct or have control over any Contractors work,nor have any responsibility for the construction This Agreement is to be govemed by the laws of the State of Minnesota.
<br /> means,methods,techniques,sequences or procedures selected by the Contractor nor for the
<br /> Contractors safety precautions or programs in connection with the Work. These rights and
<br /> responsibilities are solely those of the Contractor.WSN shag not be responsible for any acts or ARTICLE 22.ASSIGNMENT OF RISK
<br /> omissions of any Contractor and shag not be responsible for any Contractors falure to perform the In recognition of the relative risks and benefits of the project to both the CLIENT and WSN,the
<br /> Work in accordance with the Contract Documents or any applicable laws,codes,rules or risks have been allocated such that the CLIENT agrees,to the fullest extent permitted by law,to
<br /> regulations, limit the Debility 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 /> If construction observation services are not included in the scope of services,CLIENT assumes all losses,costs,damages of any nature whatsoever or claims expenses from any cause or causes,
<br /> responsibility for interpretation of the Contract Documents and for construction observation,and the so that total aggregate liability of WSN,employees of WSN and sub-consultants,to all those
<br /> CLIENT waives any claims against WSN that are connected with the performance of such services. 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 liability,
<br /> ARTICLE 14.BETTERMENT breach of contract or warranty,
<br /> If,due to WSN's negligence,a required item or component of the Project is omitted from the
<br /> construction documents,WSN shag not be responsible for paying the cost required to add such item ARTICLE 23.NON-DISCRIMINATION
<br /> or component to the extent that such item or component would have been required and included in WSN wig comply with the provisions of applicable federal,state and local statutes,ordinances
<br /> the original construction documents. In no event,wig WSN be responsible for any cost or expense and regulations pertaining to human rights and non-discrimination.
<br /> that provides betterment or upgrades or enhances the value of the Project
<br /> ARTICLE 24.SEVERABILITY
<br /> ` ARTICLE 15.CERTIFICATIONS,GUARANTEES AND WARRANTIES Any provision or portion thereof in this Agreement which is held to be void or unenforceable under
<br /> 'WSN shall not be required to sign any documents,no matter by who requested,that would result in any law shall be deemed stricken,and all remaining provisions shall continue to be valid and
<br /> WSN having to certify,guarantee or warrant the existence of conditions whose existence WSN binding between CLIENT and WSN.AD limits of liability and indemnities contained in the
<br /> cannot ascertain.CLIENT agrees not to make resolution of any dispute with WSN or payment of Agreement shall survive the completion or termination of the Agreement.
<br /> any amount due to WSN in anyway contingent upon WSN signing such certification.
<br /> HJN/hjn/929004v1
<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 arid 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°A 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 by way 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 shag 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 legacy 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 practice,shall not be considered an
<br /> assignment for purposes of this Agreement.
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