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3. Furnish,as required for performance of TKDA's services(except to the extent B. TKDA shall be entitled to rely on the accuracy and completeness of information
<br /> provided otherwise in the Letter Agreement or any Exhibits attached hereto), furnished by the OWNER.If TKDA finds that any information furnished by the OWNER
<br /> data prepared by or services of others,including without limitation,core borings, is in error or is inadequate for its purpose,TKDA shall promptly notify the OWNER.
<br /> probings and subsurface explorations,hydrographic and geohydrologic surveys.
<br /> laboratory tests and inspections of samples,materials and equipment;appropriate ARTICLE 9.OPINIONS OF COST
<br /> professional interpretations of all of the foregoing;environmental assessment and
<br /> impact statements;property,boundary,easement,right-of-way,topographic and Opinions of probable project cost, construction cost, financial evaluations,feasibility
<br /> utility surveys;property descriptions;zoning,deed and other land use restriction; studies, economic analyses of alternate solutions and utilitarian considerations of
<br /> and other special data not covered in the Letter Agreement or any Exhibits operations and maintenance costs provided for in the Letter Agreement or any Exhibits
<br /> attached hereto. attached hereto,are to be made on the basis of TKDA's experience and qualifications
<br /> and represent TKOA's judgment as an experienced and qualified design professional.It
<br /> 4. Provide access to,and make all provisions for TKDA to enter upon publicly or is recognized,however.that TKDA does not have control over the cost of labor,material,
<br /> privately owned property as required to perform the work- equipment or services furnished by others or over market conditions or contractors'
<br /> methods of determining their prices, and that any evaluation of any facility to be
<br /> 5. Act as liaison with other agencies or involved parties to carry out necessary constructed,or acquired,or work to be performed on the basis of TKOA's cost opinions,
<br /> coordination and negotiations; furnish approvals and permits from all must of necessity, be speculative until completion of construction or acquisition.
<br /> governmental authorities having jurisdiction over the Project and such approvals Accordingly,TKDA does not guarantee that proposals,bids or actual costs will not
<br /> and consents from others as may be necessary for completion of the Project. substantiallysubtantivary from opinions.evaluations or studies submitted by TKDA to OWNER
<br /> 6. Examine all reports, sketches, drawings,specifications and other documents
<br /> prepared and presented by TKDA, obtain advice of an attorney, insurance ARTICLE 10.CONSTRUCTION PHASE SERVICES
<br /> counselor or others as OWNER deems necessary for such examination and render
<br /> in writing,decisions pertaining thereto within a reasonable time so as not to OWNER acknowledges that it is customary for the architect or engineer who is
<br /> delay the services of TKDA. responsible for the preparation and furnishing of Drawings and Specifications and other
<br /> construction-related documents to be employed to provide professional services during the
<br /> T Give prompt written notice to TKDA whenever OWNER observes or otherwise Bidding and Construction Phases of the Project, (1) to interpret and clarify the
<br /> becomes aware of any development that affects the scope or timing of TKDA's documentation so furnished and to modify the same as circumstances revealed during
<br /> services or any defect in the work of Construction Contractorlsl,Consultants or bidding and construction may dictate,12)in connection with acceptance of substitute or
<br /> TKDA. or-equal items of materials and equipment proposed by bidders and Contractorlsl,13)in
<br /> connection with approval of shop drawings and sample submittals,and 141 as a result
<br /> 8. Initiate action, where appropriate,to identify and investigate the nature and of and in response to TKDA's detecting in advance of performance of affected work
<br /> extent of asbestos andlor pollution in the Project and to abate andlor remove the inconsistencies or irregularities in such documentation.OWNER agrees that if TKDA is
<br /> same as may be required by federal,state or local statute,ordinance.code,rule. not employed to provide such professional services during the Bidding(if the work is put
<br /> or regulation now existing or hereinafter enacted or amended.For purposes of out for bids)and the Construction Phases of the Project,TKDA will not he responsible
<br /> this Agreement."pollution"and"pollutant"shall mean any solid,liquid,gaseous for,and OWNER shall indemnify and hold TKDA land TKDA's professional associates and
<br /> or thermal irritant or contaminant, including smoke, vapor, soot, alkalis, consultants)harmless from,all claims,damages,losses and expenses including attorneys'
<br /> chemicals and hazardous or toxic waste.Hazardous or toxic waste means any fees arising out of, or resulting from, any interpretation, clarification, substitution
<br /> substance,waste, pollutant or contaminant now or hereafter included within acceptance,shop drawing or sample approval or modification of such documentation
<br /> such terms under any federal,state or local statute,ordinance,code,rule or issued or carried out by OWNER or others.Nothing contained in this paragraph shall be
<br /> regulation now existing or hereinafter enacted or amended. Waste further construed to release TKDA for TKOA's professional associates or consultants)from
<br /> includes materials to be recycled,reconditioned or reclaimed. liability for failure to perform in accordance with professional standards any duty or
<br /> responsibility which TKDA has undertaken or assumed under this Agreement.
<br /> If TKDA encounters,or reasonably suspects that it has encountered,asbestos ARTICLE 11.INSURANCE
<br /> or pollution in the Project.TKDA shall cease activity on the Project and promptly
<br /> notify the OWNER, who shall proceed as set forth above.Unless otherwise
<br /> specifically provided in the Letter Agreement, the services to be provided by TKDA shall procure and maintain insurance for protection from claims against it under
<br /> TKDA do not include identification of asbestos or pollution,and TKDA has no workers' compensation acts, claims for damages because of bodily injury including
<br /> duty to identify or attempt to identify the same within the area of the Project. personal injury,sickness or disease or death of any and all employees or of any person
<br /> other than such employees,and from claims against it for damages because of injury to
<br /> With respect to the foregoing,OWNER acknowledges and agrees that TKDA is or destruction of property including loss of use resulting therefrom.
<br /> not a user,handler,generator,operator,treater,starer,transporter or disposer procure and maintain professional liability insurance for protection from
<br /> which maybe encountered byTKDA on the Project.It Also,TKDA shallc ont from ortocaused byanynegligent of asbestospollutionarising out of performance of professional services g g
<br /> is further understood and agreed that services TKDA will undertake for OWNER claims a g
<br /> pract,
<br /> esence may be uninsurable obligations involving the presence or potential of error,or omission for which TKDA is legally liable.
<br /> asbestos or pollution.Therefore,OWNER agrees,except(1)such liability as may
<br /> arise out of TKDA's sole negligence in the performance of services under this Certificates of insurance will be provided to the OWNER upon request.
<br /> Agreement or 12)to the extent of insurance coverage available for the claim,to
<br /> hold harmless, indemnify and defend TKDA and TKDA's officers, ARTICLE 12.ASSIGNMENT
<br /> subcontractor(s),employees and agents from and against any and all claims,lawsun intended to secure the personal service of the individuals employed
<br /> Agreement,being 9
<br /> defense, damages,uliabilityf and costs, including,but nothpresence,raied costs of 9
<br /> byand through whom TKDA performs work hereunder,shall not be assigned,sublet or
<br /> defense,arising out of or in any way connected with the discharge,
<br /> release,or escape of asbestos or pollution.This indemnification is intended to transferred without the written consent of the OWNER.
<br /> apply only to existing conditions and not to conditions caused or created by TKDA. ARTICLE 13.CONTROLLING LAW
<br /> 9. Provide such accounting,independent cost estimating and insurance counseling This Agreement is to be governed by the laws of the State of Minnesota.
<br /> services as may be required for the Project,such legal services as OWNER may
<br /> require or TKDA may reasonably request with regard to legal issues pertaining ARTICLE 14.NON-DISCRIMINATION
<br /> to the Project including any that may be raised by Contractor's),such auditing
<br /> service as OWNER may require to ascertain how or for what purpose any TKDA will comply with the provisions of applicable federal,state and local statutes.
<br /> Contractor has used the moneys paid under the construction contract,and such ordinances and regulations pertaining to human rights and non-discrimination.
<br /> inspection services as OWNER may require to ascertain that Contractorlsl are
<br /> complying with any law,rule,regulation,ordinance,code or order applicable to ARTICLE 15.SEVERABILITY
<br /> their furnishing and performing the work.
<br /> Any provision or portion thereof in this Agreement which is held to be void or
<br /> 10. Provide"record"drawings and specifications for all existing physical plants or unenforceable under any law shall be deemed stricken,and all remaining provisions shall
<br /> facilities which are pertinent to the Project. continue to be valid and binding between OWNER and TKDA.
<br /> 11. Provide other services. materials,or data as may be set forth in the Letter
<br /> Agreement or any Exhibits attached hereto.
<br /> TKDA-OWNER GENERAL PROVISIONS OCTOBER 1993
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