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