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<br />Exhibit A – General Contract Provisions 11.01.16.MN Page 3
<br />ARTICLE 8 – SUBMITTALS AND PAY APPLICATIONS
<br />If the Scope of Work includes the Consultant reviewing and certifying the amounts due the Contractor, the
<br />Consultant’s certification for payment shall constitute a representation to the Client, that to the best of the
<br />Consultant’s knowledge, information and belief, the Work has progressed to the point indicated and that
<br />the quality of the Work is in general accordance with the Documents issued by the Consultant. The
<br />issuance of a Certificate for Payment shall not be a representation that the Consultant has (1) made
<br />exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed
<br />construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions
<br />received from Subcontractors and material suppliers and other data requested by the Client to
<br />substantiate the Contractor’s right to payment, or (4) ascertained how or for what purpose the Contractor
<br />has used money previously paid on account of the Contract Sum. Contractor shall remain exclusively
<br />responsible for its Work.
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<br />If the Scope of Work includes Consultant’s review and approval of submittals from the Contractor, such
<br />review shall be for the limited purpose of checking for conformance with the information given and the
<br />design concept. The review of submittals is not intended to determine the accuracy of all components,
<br />the accuracy of the quantities or dimensions, or the safety procedures, means or methods to be used in
<br />construction, and those responsibilities remain exclusively with the Client’s contractor.
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<br />ARTICLE 9 – HAZARDOUS MATERIALS
<br />Notwithstanding the Scope of Services to be provided pursuant to this Agreement, it is understood and
<br />agreed that Consultant is not a user, handler, generator, operator, treater, arranger, storer, transporter, or
<br />disposer of hazardous or toxic substances, pollutants or contaminants as any of the foregoing items are
<br />defined by Federal, State and/or local law, rules or regulations, now existing or hereafter amended, and
<br />which may be found or identified on any Project which is undertaken by Consultant.
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<br />The Client agrees to indemnify Consultant and its officers, subconsultant(s), employees and agents from
<br />and against any and all claims, losses, damages, liability and costs, including but not limited to costs of
<br />defense, arising out of or in any way connected with, the presence, discharge, release, or escape of
<br />hazardous or toxic substances, pollutants or contaminants of any kind, except that this clause shall not
<br />apply to such liability as may arise out of Consultant’s sole negligence in the performance of services
<br />under this Agreement arising from or relating to hazardous or toxic substances, pollutants, or
<br />contaminants specifically identified by the Client and included within Consultant’s services to be provided
<br />under this Agreement.
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<br />ARTICLE 10 – INSURANCE
<br />Consultant has procured general and professional liability insurance. On request, Consultant will furnish
<br />client with a certificate of insurance detailing the precise nature and type of insurance, along with
<br />applicable policy limits. Additional Insurance requirements are listed in Exhibit D.
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<br />ARTICLE 11 – TERMINATION OR SUSPENSION
<br />If Consultant’s services are delayed or suspended in whole or in part by Client, or if Consultant’s services
<br />are delayed by actions or inactions of others for more than sixty (60) days through no fault of Consultant,
<br />Consultant shall be entitled to either terminate its agreement upon seven (7) days written notice or, at its
<br />option, accept an equitable adjustment of rates and amounts of compensation provided for elsewhere in
<br />this Agreement to reflect reasonable costs incurred by Consultant in connection with, among other things,
<br />such delay or suspension and reactivation and the fact that the time for performance under this
<br />Agreement has been revised.
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<br />This Agreement may be terminated by either party upon seven (7) days written notice should the other
<br />party fail substantially to perform in accordance with its terms through no fault of the party initiating the
<br />termination. In the event of termination Consultant shall be compensated for services performed prior to
<br />termination date, including charges for expenses and equipment costs then due and all termination
<br />expenses.
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<br />This Agreement may be terminated by either party upon thirty (30) days’ written notice without cause.
<br />Consultant shall upon termination only be entitled to payment for the work performed up to the Date of
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