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explorations,hydrographic and geohydrologic surveys,laboratory tests and inspections of maintenance costs provided for in the Letter Agreement or any Exhibits attached hereto,are to be
<br /> samples,materials and equipment;appropriate professional interpretations of all of the made on the basis of WSN's experience and qualifications and represent WSN's judgment as an
<br /> foregoing;environmental assessment and impact statements;property,boundary easement, experienced design professional.It is recognized,however,that WSN does not have control over
<br /> right-of-way,topographic and utility surveys;property descriptions;zoning,deed and other land the cost of labor,material,equipment or services furnished by others or over market conditions or
<br /> use restriction;and other special data not covered in the Letter Agreement or any Exhibits contractors'methods of determining their prices,and that any evaluation of any facility to be
<br /> attached hereto. constructed,or acquired,or work to be performed on the basis of WSN's cost opinions must,of
<br /> necessity,be speculative until completion of construction or acquisition.Accordingly,WSN does
<br /> 4. Provide access to,and make all provisions for WSN to enter upon publicly or privately owned not guarantee that proposals,bids or actual costs will not substantially vary from opinions,
<br /> property as required to perform the work. evaluations or studies submitted by WSN to CLIENT hereunder.
<br /> 5. Act as liaison with other agencies or involved parties to carry out necessary coordination and
<br /> negotiations;furnish approvals and permits from all governmental authorities having jurisdiction ARTICLE 9. CONSTRUCTION PHASE SERVICES
<br /> over the Project and such approvals and consents from others as may be necessary for CLIENT acknowledges that it is customary for the architect or engineer who is responsible for the
<br /> completion of the Project. preparation and furnishing of Drawings and Specifications and other construction-related
<br /> documents to be employed to provide professional services during the Bidding and Construction
<br /> 6. Examine all reports,sketches,drawings,specifications and other documents prepared and Phases of the Project,(1)to interpret and clarify the documentation so furnished and to modify
<br /> presented by WSN,obtain advice of an attorney,insurance counselor or others as CLIENT the same as circumstances revealed during bidding and construction may dictate,(2)in
<br /> deems necessary for such examination and render in writing,decisions pertaining thereto within connection with acceptance of substitute or equal items of materials and equipment proposed by
<br /> a reasonable time so as not to delay the services of WSN. bidders and Contractor(s),(3)in connection with approval of shop drawings and sample
<br /> submittals,and(4)as a result of and in response to WSN's detecting in advance of performance
<br /> 7. Give prompt written notice to WSN whenever CLIENT observes or otherwise becomes aware of affected work inconsistencies or irregularities in such documentation.CLIENT agrees that if
<br /> of any development that affects the scope of timing of WSN's services or any defect in the work WSN is not employed to provide such professional services during the Bidding(if the work is put
<br /> of Construction Contractor(s),Consultants or WSN. out for bids)and the Construction Phases of the Project,WSN will not be responsible for,and
<br /> CLIENT shall indemnify and hold WSN,its officers,consultant(s),subcontractor(s),employees
<br /> 8. Initiate action,where appropriate,to identify and investigate the nature and extent of asbestos and agents harmless from,all claims,damages,losses and expenses including attorneys'fees
<br /> and/or pollution in the Project and to abate and/or remove the same as may be required by arising out of,or resulting from,any interpretation,clarification,substitution acceptance,shop
<br /> federal,state or local statute,ordinance,code,rule,or regulation now existing or hereinafter drawing or sample approval or modification of such documentation issued or carried out by
<br /> enacted or amended.For purposes of this Agreement,"pollution"and"pollutant"shall mean CLIENT or others.Nothing contained in this paragraph shall be construed to release WSN,its
<br /> any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot, officers,consultant(s),subcontractor(s),employees and agents from liability for failure to perform
<br /> alkalis,chemicals and hazardous or toxic waste.Hazardous or toxic waste means any in accordance with professional standards any duty or responsibility which WSN has undertaken
<br /> substance,waste pollutant or contaminant now or hereafter included within such terms under or assumed under this Agreement.
<br /> any federal,state or local statute,ordinance,code,rule or regulation now existing or hereinafter
<br /> enacted or amended.Waste further includes materials to be recycled,reconditioned or
<br /> reclaimed. ARTICLE 10.INSURANCE
<br /> WSN shall procure and maintain insurance for protection from claims against it under workers'
<br /> If WSN encounters,or reasonably suspects that it has encountered,asbestos or pollution in the compensation acts,claims for damages because of bodily injury including personal injury,
<br /> Project,WSN shall cease activity on the Project and promptly notify the CLIENT,who shall sickness or disease or death of any and all employees or of any person other than such
<br /> v proceed as set forth above.Unless otherwise specifically provided in the Letter Agreement,the employees,and from claims against it for damages because of injury to or destruction of property
<br /> services to be provided by WSN do not include identification of asbestos or pollution,and WSN including loss of use resulting therefrom.
<br /> has no duty to identify or attempt to identify the same within the area of the Project.
<br /> Also,WSN shall procure and maintain professional liability insurance for protection from claims
<br /> With respect to the foregoing,CLIENT acknowledges and agrees that WSN is not a user, arising out of performance of professional services caused by any negligent act,error,or
<br /> handler,generator,operator,treater,storer,transporter or disposer of asbestos or pollution omission for which WSN is legally liable.
<br /> which may be encountered by WSN on the Project.It is further understood and agreed that
<br /> services WSN will undertake for CLIENT may be uninsurable obligations involving the presence Certificates of insurance will be provided to the CLIENT upon request.
<br /> or potential presence of asbestos or pollution.Therefore,CLIENT agrees,except(1)such
<br /> liability as may arise out of WSN's sole negligence in the performance of services under this
<br /> Agreement or(2)to the extent of insurance coverage available for the claim,to hold harmless, ARTICLE 11.ASSIGNMENT
<br /> indemnify and defend WSN and WSN's officers,subcontractor(s),employees and agents from This Agreement,being intended to secure the personal services of the individuals employed by
<br /> and against any and all claims,lawsuits,damages,liability and costs,including,but not limited and through whom WSN performs work hereunder,shall not be assigned,sublet or transferred
<br /> to,costs of defense,arising out of or in any way connected with the presence,discharge, without the written consent of the CLIENT.
<br /> release,or escape of asbestos or pollution.This indemnification is intended to apply only to
<br /> existing conditions and not to conditions caused or created by WSN.
<br /> ARTICLE 12.CONTROLLING LAW
<br /> 9. Provide such accounting,independent cost estimating and insurance counseling services as This Agreement is to be governed by the laws of the State of Minnesota.
<br /> may be required for the Project,such legal services as CLIENT may require or WSN may
<br /> reasonably request with regard to legal issues pertaining to the Project including any that may ARTICLE 13.ASSIGNMENT OF RISK
<br /> be raised by Contractor(s),such auditing service as CLIENT may require to ascertain how or In recognition of the relative risks and benefits of the project to both the CLIENT and WSN,
<br /> for what purpose any Contractor has used the moneys paid under the construction contract, the risks have been allocated such that the CLIENT agrees,to the fullest extent permitted
<br /> and such inspection services as CLIENT may require to ascertain that Contractor(s)are by law,to limit the liability of WSN,and sub-consultants,to the CLIENT and to all
<br /> complying with any law,rule,regulation,ordinance,code or order applicable to their furnishing construction contractors,subcontractors,agents and assigns on the project for any and
<br /> and performing the work. all claims,losses,costs,damages of any nature whatsoever or claims expenses from any
<br /> cause or causes,so that total aggregate liability of WSN,and sub-consultants,to all those
<br /> 10. Provide"record"drawings and specifications for all existing physical plants or facilities which named shall not exceed WSN's total fee for services rendered on this project. Such claims
<br /> are pertinent to the Project. and causes include,but are not limited to negligence,professional errors or omissions,
<br /> strict liability,breach of contract or warranty.
<br /> 11. Provide other services,materials,or data as may be set forth in the Letter Agreement or any
<br /> Exhibits attached hereto.
<br /> ARTICLE 14.NON-DISCRIMINATION
<br /> B. WSN shall be entitled to rely on the accuracy and completeness of information furnished by the WSN will comply with the provisions of applicable federal,state and local statutes,ordinances
<br /> CLIENT.If WSN finds that any information furnished by the CLIENT is in error or is inadequate for and regulations pertaining to human rights and non-discrimination.
<br /> `Is purpose,WSN shall endeavor to notify the CLIENT.
<br /> ARTICLE 15.SEVERABILITY
<br /> ARTICLE 8.OPINIONS OF COST Any provision or portion thereof in this Agreement which is held to be void or unenforceable under
<br /> Opinions of probable project cost,construction cost,financial evaluations,feasibility studies, any law shall be deemed stricken,and all remaining provisions shall continue to be valid and
<br /> economic analyses of alternate solutions and utilitarian considerations of operations and binding between CLIENT and WSN.
<br /> WGENERAL CONDITIONS\GENCOND2 FEE.DOC August 2006
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