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ARTICLE 12. REQUESTS FOR INFORMATION (RFI)
<br />If included in the scope of services, WIDSETH will provide, with reasonable promptness, written
<br />responses to requests from any contractor for cladfication, interpretation or information on the
<br />requirements of the Contract Documents. If Contractor's RFI's are, in WIDSETH's professional
<br />opinion, for information readily apparent from reasonable observation of field conditions or
<br />review of the Contract Documents, or are reasonably inferable therefrom, WIDSETH shall be
<br />entitled to compensation for Additional Services for WIDSETH's time in responding to such
<br />requests. CLIENT may wish to make the Contractor responsible to the CLIENT for all such
<br />charges for additional services as described in this article.
<br />ARTICLE 13. CONSTRUCTION OBSERVATION
<br />If included in the scope of services, WIDSETH will make site visits as specified in the scope of
<br />services in order to observe the progress of the Work completed. Such site visits and
<br />observations are not intended to be an exhaustive check or detailed inspection, but rather are to
<br />allow WIDSETH to become generally familiar with the Work. WIDSETH shall keep CLIENT
<br />informed about the progress of the Work and shall advise the CLIENT about observed
<br />deficiencies in the Work. WIDSETH shall not supervise, direct or have control over any
<br />Contractor's work, nor have any responsibility for the construction means, methods, techniques,
<br />sequences or procedures selected by the Contractor nor for the Contractor's safety precautions
<br />or programs in connection with the Work. These rights and responsibilities are solely those of
<br />the Contractor. WIDSETH shall not be responsible for any acts or omissions of any Contractor
<br />and shall not be responsible for any Contractor's failure to perform the Work in accordance with
<br />the Contract Documents or any applicable laws, codes, regulations, or industry standards.
<br />If construction observation services are not included in the scope of services, CLIENT assumes
<br />all responsibility for interpretation of the Contract Documents and for construction observation,
<br />and the CLIENT waives any claims against WIDSETH that are connected with the performance
<br />of such services.
<br />ARTICLE 14. BETTERMENT
<br />If, due to WIDSETH's negligence, a required item or component of the Project is omitted from
<br />the construction documents, WIDSETH shall not be responsible for paying the cost required to
<br />add such item or component to the extent that such item or component would have been
<br />required and included in the original construction documents. In no event, will WIDSETH be
<br />responsible for any cost or expense that provides betterment or upgrades or enhances the
<br />value of the Project.
<br />ARTICLE 15. CERTIFICATIONS, GUARANTEES AND WARRANTIES
<br />WIDSETH shall not be required to sign any documents, no matter by who requested, that would
<br />result in WIDSETH having to certify, guarantee or warrant the existence of conditions whose
<br />existence WIDSETH cannot ascertain. CLIENT agrees not to make resolution of any dispute
<br />with WIDSETH or payment of any amount due to WIDSETH in any way contingent upon
<br />WIDSETH signing such certification.
<br />ARTICLE 16. CONTINGENCY FUND
<br />CLIENT and WIDSETH agree that certain increased costs and changes may be required
<br />because of possible omissions, ambiguities or inconsistencies in the plans and specifications
<br />prepared by WIDSETH, and therefore, that the final construction cost of the Project may exceed
<br />the bids, contract amount or estimated construction cost. CLIENT agrees to set aside a reserve
<br />in the amount of 5% of the Project construct costs as a contingency to be used, as required, to
<br />pay for any such increased costs and changes. CLIENT further agrees to make no claim by way
<br />of direct or third -party action against WIDSETH with respect to any increased costs within the
<br />contingency because of such changes or because of any claims made by any Contractor
<br />relating to such changes.
<br />ARTICLE 17. INSURANCE
<br />WIDSETH shall procure and maintain insurance for protection from claims against it under
<br />workers' compensation acts, claims for damages because of bodily injury including personal
<br />injury, sickness or disease 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 destruction of
<br />property including loss of use resulting therefrom.
<br />Also, WIDSETH shall procure and maintain professional liability insurance for protection from
<br />claims arising out of performance of professional services caused by any negligent act, error, or
<br />omission for which WIDSETH is legally liable.
<br />Certificates of insurance will be provided to the CLIENT upon request.
<br />ARTICLE 16. ASSIGNMENT
<br />Neither 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, without the prior written consent of the other party. Subcontracting to subconsultants,
<br />normally contemplated by WIDSETH as a generally accepted business practice, shall not be
<br />considered an assignment for purposes of this Agreement.
<br />ARTICLE 19. NO THIRD -PARTY BENEFICIARIES
<br />Nothing contained in this Agreement shall create a contractual relationship or a cause of
<br />action by a third -party against either WIDSETH or CLIENT. WIDSETH's services pursuant to
<br />this Agreement are being performed solely for the CLIENTS benefit, and no other party or
<br />entity shall have any claim against WIDSETH because of this Agreement.
<br />ARTICLE 20. CORPORATE PROTECTION
<br />It is intended by the parties to this Agreement that WIDSETH's services in connection with
<br />the Project shall not subject WIDSETH's individual employees, officers or directors to any
<br />personal legal exposure for the risks associated with this Project. Therefore, and
<br />notwithstanding anything to the contrary, CLIENT agrees that as the CLIENT's sole and
<br />exclusive remedy, any claim, demand or suit shall be directed and /or asserted only against
<br />WIDSETH, a Minnesota corporation, and not against any of WIDSETH's individual
<br />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
<br />WIDSETH, the risks have been allocated such that the CLIENT agrees, to the fullest extent
<br />permitted by law, to limit the liability of WIDSETH, employees of WIDSETH and sub -
<br />consultants, to the CLIENT and to all construction contractors, subcontractors, agents and
<br />assigns on the project for any and all claims, losses, costs, damages of any nature
<br />whatsoever or claims expenses from any cause or causes, so that total aggregate liability of
<br />WIDSETH, employees of WIDSETH and sub - consultants, to all those named shall not
<br />exceed WIDSETH's total fee received for services rendered on this project. Such claims and
<br />causes include, but are not limited to negligence, professional errors or omissions, strict
<br />liability, breach of contract or warranty.
<br />ARTICLE 23. NON- DISCRIMINATION
<br />WIDSETH will comply with the provisions of applicable federal, state and local statutes,
<br />ordinances and regulations pertaining to human rights and nondiscrimination.
<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 between CLIENT and WIDSETH. All limits of liability and indemnities
<br />contained in the Agreement shall survive the completion or termination of the Agreement.
<br />ARTICLE 25. PRE-LIEN NOTICE
<br />PURSUANT TO THE AGREEMENT WIDSETH WILL BE
<br />PERFORMING SERVICES IN CONNECTION WITH
<br />IMPROVEMENTS OF REAL PROPERTY AND MAY CONTRACT
<br />WITH SUBCONSULTANTS OR SUBCONTRACTORS AS
<br />APPROPRIATE TO FURNISH LABOR, SKILL AND /OR
<br />MATERIALS IN THE PERFORMANCE OF THE WORK.
<br />ACCORDINGLY, CLIENT IS ENTITLED UNDER MINNESOTA LAW
<br />TO THE FOLLOWING NOTICE:
<br />(a) ANY PERSON OR COMPANY SUPPLYING LABOR OR
<br />MATERIALS FOR THIS IMPROVEMENT TO YOUR
<br />PROPERTY MAY FILE A LIEN AGAINST YOUR
<br />PROPERTY IF THAT PERSON OR COMPANY IS NOT
<br />PAID FOR ITS CONTRIBUTIONS.
<br />(b) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO
<br />PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS
<br />FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS
<br />AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD
<br />THE AMOUNTS DUE FROM US UNTIL 120 DAYS AFTER
<br />COMPLETION OF THE IMPROVEMENT UNLESS WE
<br />GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO
<br />SUPPLIED ANY LABOR OR MATERIALS FOR THE
<br />IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE.
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