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tliMS ANU GUNUIIIUNS
<br /> VYI/L\VI\I\V 1
<br /> 1. Definitions released of and from any and all liability or responsibility W for the investigation.
<br /> (a)."WSP"shall mean WSP USA Inc.,a New York corporation. examination,testing,sampling or other review of any asbestos-containing materials
<br /> (b)The "Client"shall mean the party or parties identified in the "Agreement"(as which may be located in or about the project,00 for any work undertaken with
<br /> hereafter defined)as having entered into a contract with WSP. respect to the removal,encapsulation or other treatment of any such asbestos-
<br /> (e)The"Agreement"shall mean the written agreement pursuant to which WSP has containing materials within the project.or Oil)for compliance with any laws,orders,
<br /> agreed to perform services for the Client,whether in the form of a proposal or rules or regulations imposed by any federal,state,city or other governmental
<br /> otherwise,including any General Conditions appended thereto or incorporated by entity,agency or instrumentality,except to the extent that WSP has expressly
<br /> reference therein. agreed in this agreement to undertake responsibility thereof. The Client does
<br /> (d) The "Services" shall mean the services which WSP is to perform under the hereby agree to indemnify and hold harmless WSP from and against any and all
<br /> Agreement,including any"Additional Services". liability,fines,suits,damages,losses,demands,costs and expenses of any kind or
<br /> (e) The "Representative"shall mean any person or entity actually or apparently nature whatsoever incurred in connection with any claim or proceeding brought
<br /> acting on behalf of the Client with respect to the"Project"(as hereinafter defined), against WSP by any party and in any way related to any aspect of items(i),00 or
<br /> including,without limitation.(i)employees of the Client,(ii)in the event the Client is (iii)of the immediately preceding sentence. Indemnification shall include the
<br /> engaged in the practice of architecture or engineering,persons employed by the defense of any claims,suits,demands or fines arising therefrom,by counsel
<br /> person or entity which has retained the Client's services in connection with the approved by WSP in writing that may be brought by the Client or by any third party.
<br /> Project, and (iii) any architect, engineer, contractor or construction manager The foregoing provisions hereof shall survive the expiration or earlier termination of
<br /> retained by the Client,directly or indirectly. this agreement.
<br /> (f)The"Project"shall mean the design,construction,rehabilitation,or other work in Client shall cause any and all Contractors,Subcontractors,Material Suppliers and
<br /> connection with which WSP is providing the Services to the Client. other entities or persons(hereinafter"Contractor")actually responsible for
<br /> 2. Standard of Care construction to indemnify WSP to the extent permitted by law against risk which are
<br /> In accepting this agreement for engineering services you acknowledge the inherent not normally borne by the engineering profession in the form of AIA Document A-201
<br /> risks associated with construction. In performing our professional services,we -General Conditions of the Contract far Construction(1987 Edition).Section 3.I8.
<br /> will use the degree of care and skill ordinarily exercised under similar Client shall also cause Contractor to name WSP as an additional insured on
<br /> circumstances by members of the profession practicing in the same or similar Contractor's Comprehensive General liability policy.
<br /> locality. 6. Arbitration
<br /> 3. AutharizeGon,Acceptance or Approval of Services All claims, disputes or other matters in question between the Client and WSP
<br /> (a)Approval by any Representative of any of the Services performed by WSP,or arising out of, or relating to. the Agreement shall be decided by arbitration in
<br /> authorization given by any Representative for WSP to perform any part of the accordance with the construction Industry Arbitration Rules of the American
<br /> Services or any Additional Services or to incur any Reimbursable Expenses,may be Arbitration Association unless the parties mutually agree otherwise.
<br /> either oral or written. Such approval or authorization shall be effective.whether 7. Delays and Extensions of Time
<br /> given before. during or after the performance of the Additional Services or the (a)If WSP,at any time,is prevented from,or delayed in,providing the Services by
<br /> incurrence of the Reimbursable Expenses. In the event that the Agreement any act or omission by the Client,any of its Representatives,the architect for the
<br /> allocates the Services into phases, authorization given by any Representative to Project,or any employee of or contractor for any of the foregoing,or by changes
<br /> WSP to proceed with any phase of the Services shall be deemed to constitute ordered in the Services,or by labor disputes,governmental entities,fire,unusual
<br /> acceptance and approval of all work performed by WSP in connection with the prior delay in transportation, adverse weather conditions not reasonably foreseeable,
<br /> phase of the Services. unavoidable casualties,or any cause beyond WSP's control,or by delay authorized
<br /> (b)Successors or assigns of the Client shall be bound by approvals,authorizations by the Client (or its Representative) pending arbitration, or by any other cause
<br /> or acceptances previously given by any Representative, which WSP reasonably determines may justify the delay, then (i) WSP may, on
<br /> (c)In the event any law,statute.ordinance,rule,regulation or order,Factory Mutual notice to the Client,extend the term of the Agreement for such reasonable time as
<br /> or Board of Fire Underwriters standard is adopted,revised or interpreted such that WSP may determine,and(ii)the payments to be made to WSP for each phase of the
<br /> WSP is required to change,revise or supplement designs or other work performed Services or for any Additional Services shall be increased by 1%for each additional
<br /> by WSP prior to the effective date of such adoption,revision,or interpretation,any thirty-day period(or part thereof)added to the original term of the Agreement
<br /> such change, revision or supplement shall be deemed to constitute an Additional (b) In the event that the Client does not commence and thereafter continue the
<br /> Service,for which additional compensation shall be paid to WSP. Project in accordance with the time schedule described in the Agreement or
<br /> 4. Non-payment described by the Client to WSP prior to entering into the Agreement,or otherwise
<br /> In the event that the Client fails to pay when due any invoice delivered to it by WSP, prevents WSP from performing any phase of the Services in accordance with such
<br /> WSP shall thereupon have a lien upon all of the drawings. specifications, plans. time schedule, WSP may, at its option. (i) exercise its rights pursuant to
<br /> documents or other materials or writings prepared by WSP,or at its direction,and Subparagraph 7(a) hereof, or(ii)terminate the Agreement without incurring any
<br /> then in its possession,and shall be entitled to withhold all such materials from the liability to the Client for such termination,in which event the Client shall pay for all
<br /> Client until such time as payment in full of the invoice is made.This lien shall be in Services performed, in whole or in part, by WSP prior to termination, at the
<br /> addition to,and not in lieu of,any rights or remedies which WSP may have under the contract price established in the Agreement.
<br /> Agreement,or at law,equity or otherwise. The Client hereby releases WSP from (c)The remedies described in Subparagraphs 7(a)and 7(b)shall be in addition to,
<br /> any right pursuant to this Paragraph 4, including, without limitation, any and not in lieu of. any rights or remedies which WSP may have under this
<br /> consequential damages, lost profits, additional financing or other expenses or Agreement,or at law,equity or otherwise.
<br /> claims for delay in completion. 8. Adequacy of the Funding for the Project
<br /> 5. Indemnification The Client represents and warrants that it has secured,or will secure in a timely
<br /> The Client shall indemnify WSP and its principals,officers and employees against fashion,funding adequate to commence and to complete the Project,within the time
<br /> any liability,claim or expense(including payment of attorneys'fees and schedule referred to in the Agreement or described to WSP prior to entering into
<br /> disbursements as incurred)in connection with actions,proceedings or claims by the Agreement. Cancellation or revision of the Project as a result of the Client's
<br /> any person or entity for monetary losses(and,to the extent permitted by law, failure to secure funding in a timely fashion or any other reason shall not,in any
<br /> property damages and personal injuries)alleged to have occurred in connection event. permit the Client to terminate the Agreement or excuse the Client from
<br /> with the performance of the Services,unless the sole cause for all such losses, performing its obligations to WSP in a timely manner.
<br /> damage or injuries was negligence by WSP. The foregoing shall not affect any 9. Certain Limitations an Responsibility
<br /> rights of WSP to contribution or indemnification from Client.In addition,the Client WSP does not assume responsibility for construction means,methods,techniques,
<br /> hereby agrees that WSP,its principals,officers,agents and consultants are hereby sequence or procedures, or for safety precautions and programs in connection
<br /> " %% ' ) January I,2018
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