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<br />explorations, hydrographic and geohydrologic surveys, laboratory tests and inspections of
<br />samples, materials and equipment; appropriate professional interpretations of all of the
<br />foregoing; environmental assessment and impact statements; property, boundary easement,
<br />right-of-way, topographic and utility surveys; property descriptions; zoning, deed and other land
<br />use restriction; and other special data not covered in the letter Agreement or any Exhibits
<br />attached hereto.
<br />
<br />4. Provide access to, and make all provisions for WSN to enter upon publicly or privately owned
<br />property as required to perform the work.
<br />
<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
<br />over the Project and such approvals and consents from others as may be necessary for
<br />completion of the Project.
<br />
<br />6. Examine all reports, sketches, drawings, specifications and other documents prepared and
<br />presented by WSN, obtain advice of an attomey, insurance counselor or others as CLIENT
<br />deems necessary for such examination and render in writing, decisions pertaining thereto within
<br />a reasonable time so as not to delay the services of WSN.
<br />
<br />7. Give prompt written notice to WSN whenever CLIENT observes or otherwise becomes aware
<br />of my development that affects the scope of timing of WSN's services or any defect in the work
<br />of Construction Contractor(s), Consultants or WSN.
<br />
<br />8. Initiate action, where appropriate, to identify and investigate the nature and extent of asbestos
<br />and/or pollution in the Project and to abate and/or remove the same as may be required by
<br />federal, state or local statute, ordinance, code, rule, or regulation now existing or hereinafter
<br />enacted or amended. For purposes of this Agreement, "pollution' and "pollutanr shall mean
<br />any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot,
<br />alkalis, chemicals and hazardous or toxic waste. Hazardous or toxic waste means any
<br />substance, waste pollutant or contaminant now or hereafter included within such terms under
<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.
<br />
<br />If WSN encounters, or reasonably suspects that it has encountered, asbestos or pollution in the
<br />Project, WSN shall cease activity on the Project and promptiy notify the CLIENT, who shall
<br />proceed as set forth above. Unless otherwise specifically provided in the letter Agreement, the
<br />services to be provided by WSN do not include identification of asbestos or pollution, and WSN
<br />has no duty to identify or attempt to identify the same within the area of the Project.
<br />
<br />With respect to the foregoing, CLIENT acknowledges and agrees that WSN is not a user,
<br />handler. generator, operator, treater. storer, transporter or disposer of asbestos or pOllution
<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
<br />or potential presence of asbestos or pollution. Therefore, CLIENT agrees, except (1) such
<br />liabmty 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,
<br />indemnify and defend WSN and WSN's officers, subcontractor(s), employees and agents from
<br />and against any and all claims, lawsuits, damages, liability and costs, including, but not limited
<br />to, costs of defense, arising out of or in any way connected with the presence, discharge,
<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 />
<br />9. Provide such accounting, independent cost estimating and insurance counseling services as
<br />may be required for the Project, such legai services as CLIENT may require or WSN may
<br />reasonably request with regard to legal issues pertaining to the Project including any that may
<br />be raised by Contractor(s), such auditing service as CLIENT may require to ascertain how or
<br />for what purpose any Contractor has used the moneys paid under the construction contract,
<br />and such inspection services as CLIENT may require to ascertain that Contractor(s) are
<br />complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing
<br />and performing the work.
<br />
<br />10. Provide "record' drawings and specifications for all existing physical plants or facilities which
<br />are pertinent to the Project.
<br />
<br />11. Provide other services, materials, or data as may be set forth in the letter Agreement or any
<br />Exhibits attached hereto.
<br />
<br />B. WSN shall be entitied to rely on the accuracy and completeness of information furnished by the
<br />CLIENT. If WSN finds that any information furnished by the CLIENT is in error or is inadequate for
<br />its purpose, WSN shall elldeavor to notify the CLIENT.
<br />
<br />ARTICLE 8. OPINIONS OF COST
<br />Opinions of probable project cost, construction cost, financial evaluations, feasibility studies,
<br />economic analyses of altemate solutions and utilitarian considerations of operations and
<br />
<br />H:\JOB\FORMS\GENCON02.FEE.DOC
<br />
<br />maintenance costs provided for in the letter Agreement or any Exhibits attached hereto, are to be
<br />made on the basis of WSN's experience and q~alifications and represent WSN's judgment as an
<br />experienced design professional. II is recognized, however, that WSN does not have control over
<br />the cost of labor, material, equipment or services furnished by others or over market conditions or
<br />contractors' methods of determining their prices, and that any evaluation of any facility to be
<br />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 />not guarantee that proposals, bids or actual costs will not substantially vary from opinions,
<br />evaluations or studies submitted by WSN to CLIENT hereunder.
<br />
<br />ARTICLE 9, CONSTRUCTION PHASE SERVICES
<br />CLIENT acknowledges that it is customary for the architect or engineer who is responsible for the
<br />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 />Phases of the Project. (1) to interpret and clarify the documentation so fumished and to modify
<br />the same as circumstances revealed during bidding and construction may dictate, (2) in
<br />connection with acceptance of substiMe or equal items of materials and equipment proposed by
<br />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 />of affected work inconsistencies or irregularities in such documentation. CLIENT agrees that if
<br />WSN is not empioyed to provide such professional services during the Bidding (if the work is put
<br />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 />and agents harmless from, all claims, damages, losses and expenses including attorneys' fees
<br />arising out of, or resulting from, any interpretation, clarification, substitution acceptance, shop
<br />drawing or sampie approval or modification of such documentation issued or carried out by
<br />CLIENT or others. Nothing contained in this paragraph shall be construed to release WSN, its
<br />officers, consultant(s), subcontractor(s), employees and agents from liability for faiiure to perform
<br />in accordance with professional standards any dUty or responsibility which WSN has undertaken
<br />or assumed under this Agreement.
<br />
<br />ARTICLE 10. 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,
<br />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 property
<br />including loss of use resulting therefrom.
<br />
<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
<br />omission for which WSN is legally liable.
<br />
<br />Certificates of insurance will be provided to the CLIENT upon request.
<br />
<br />ARTICLE 11, ASSIGNMENT
<br />This Agreement, being intended to secure the personal services of the individuals employed by
<br />and through whom WSN performs work hereunder, shall not be assigned, sublet or transferred
<br />without the written consent of the CLIENT.
<br />
<br />ARTICLE 12. CONTROLLING LAW
<br />This Agreement is to be governed by the laws of the State of Minnesota.
<br />
<br />ARTICLE 13. ASSIGNMENT OF RISK
<br />In recognition of the relative risks and benefits of the project to both the CLIENT and WSN,
<br />the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted
<br />by law, to limit the liability of WSN, and sub-consultants, to the CLIENT and to all
<br />construction contractors, subcontractors, agentS and assigns on the project for any and
<br />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 />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 />strict liability, breach of contract or warranty,
<br />
<br />ARTICLE 14, NON.DISCRIMINATlON
<br />WSN will comply with the provisions of applicable federal, state and local statutes, ordinances
<br />and regulations pertaining to human rights and non-discrimination.
<br />
<br />ARTICLE 15. 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.
<br />
<br />November ]0.1998
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