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<br /> carry out the work in accordance with the contract requirements or for stopping consequential damages arising out of or connected in any way to the Project or to
<br /> the work in the event of such failure. WSP's review of the contractors' this Agreement.This mutual waiver of consequential damages shall include,but is
<br /> performance is not intended to include review of the adequacy of safety measures, not limited to,loss of use,loss of profit,loss of business,loss of income,loss of
<br /> in,on or near the construction site. WSP is responsible for design only and is not reputation and any other consequential damages that either party may have
<br /> liable for unsatisfactory performance of the mechanical and electrical systems incurred from any cause of action including negligence,strict liability,breach of
<br /> resulting from code constraints,improper installation,operation and maintenance, contract and breach of strict or implied warranty.Both the Client and WSP shall
<br /> 10. Verification of Existing Conditions require similar waivers of consequential damages protecting all the entities or
<br /> Inasmuch as the remodeling and/or rehabilitation of the existing structure requires persons named herein in all contracts and subcontracts with others involved in this
<br /> that certain assumptions be made by WSP regarding existing conditions, and project.
<br /> because some of these assumptions may not be verifiable without the Client's 15. Terrorist Acts(in general)
<br /> expending substantial sums of money or destroying otherwise adequate or In addition to other commercial risks,WSP makes no claims that Its design or other
<br /> serviceable portions of the structure, the Client agrees, to the fullest extent professional services are intended to prevent or survive acts of terrorism,war,or
<br /> permitted by law, to indemnify and hold harmless WSP, its officers, directors, civil unrest.
<br /> employees and sub-consultants(collectively,WSP)against all damages,liabilities or 16. Assignment
<br /> costs,including reasonable attorneys'fees and defense costs,arising out of or in Neither party to this Agreement shall transfer,sublet or assign any rights or duties
<br /> any way connected with this Project,excepting only those damages,liabilities or under or interest in this Agreement,including but not limited to monies that are due
<br /> costs attributable to the sole negligence and willful misconduct by WSP, or monies that may be due,without the prior written consent of the other party.
<br /> 11. Information Provided by Others Subcontracting to sub-consultants,normally contemplated by WSP as a generally
<br /> The Client shall furnish, at the Client's expense, all information, requirements. accepted business practice,shall not be considered an assignment for purposes of
<br /> reports,data,surveys and instructions required by this Agreement.WSP may use this Agreement.
<br /> such information, requirements, reports, data. surveys and instructions in 17. Interest on Past Due Invoices
<br /> performing its services and is entitled to rely upon the accuracy and completeness WSP's policy requires monthly payments for professional services and expenses in
<br /> thereof.WSP shall not be held responsible for any errors or omissions that may proportion to the progress of our work.In addition to any other remedies available
<br /> arise as a result of erroneous or incomplete information provided by the Client to it.WSP reserves the right to charge interest at the rate of one-and-one-half(1.5)
<br /> and/or the Clients consultants and contractors. percent per month(18%per annum)or the maximum rate allowed by law.
<br /> 12. Ownership and Work Product whichever is less,of the outstanding balance. In the event WSP files suit to enforce
<br /> All reports, drawings, specifications, computer files,field data, notes and other overdue payments.Client will reimburse all court casts and reasonable attorneys'
<br /> documents and instruments prepared by WSP as instruments of service shall fees.
<br /> remain the property of WSP. WSP shall retain all common law,statutory and other 18. Controlled Inspection or Full-Time Project Representation Services
<br /> reserved rights,including,without limitation,the copyrights thereto,whether the If included in WSP's Scope of Services,shall mean that WSP shall endeavor to
<br /> project for which they are intended is executed or not. They are not to be used by provide further protection for the Client against defects in structural work,but
<br /> anyone on other projects except by written agreement with WSP. The drawings the furnishing of such controlled inspection or full-time project representation
<br /> may be deposited in the Client's file with the other drawings for the project. services shall not make WSP responsible for construction means,methods.
<br /> 13. Inconsistent Provisions:Changes in the Terms Hereof techniques,sequences ar procedures,or auctions and programs.WSP shall not
<br /> (a)Notwithstanding any inconsistent provisions in any Agreement(including any AIA have control or charge of and shall not be responsible for the acts or omissions
<br /> form contract or general conditions annexed thereto)between WSP and the Client, of the Contractor,Subcontractors or any other persons performing any of the
<br /> the provisions hereof shall be controlling:provided,however,that the final written work,or for the failure of any of them to carry out the work in accordance with
<br /> proposal, if any, as submitted by WSP to the Client or any handwritten or the Contract Documents.
<br /> typewritten inserts or riders made or approved by WSP to the printed contract for 19. Review of shop drawing submittals
<br /> General Conditions, if any, annexed to such proposal shall supersede any If included in WSP's Scope of Services,is not conducted for the purpose of
<br /> inconsistent provisions hereof. determining the accuracy and completeness of details such as dimensions and
<br /> (b)Execution of the Agreement by the Client shall be deemed an acceptance of each quantities or for substantiating instructions for installation or performance of
<br /> and every term of the Agreement and of these Standard Terms and Conditions. All equipment or systems designed by the Contractor,all of which remain the
<br /> provisions of the Agreement and these Standard Terms and Conditions,in the form responsibility of the Contractor to the extent required by the Contract
<br /> and with the contents as submitted by WSP to the Client, shall be binding Documents.WSP's review shall not constitute approval of safety precautions or
<br /> contractual obligations of the Client,and may be modified,changed or waived only of construction means,methods,techniques,or sequences of procedures.
<br /> with the specific written consent of WSP. In the event that the Client,without the WSP's approval of a specific item shall not indicate approval of an assembly of
<br /> written consent of WSP,modifies or deletes any provision(or part of any provision) which the item is a component.When professional certification of performance
<br /> of the Agreement or these Standard Terms and Conditions,such provision(or part characteristic of materials,systems or equipment is required by the Contract
<br /> thereof)in the form and with the contents as submitted by WSP to the Client shall Documents,WSP shall be entitled to rely upon such certification to establish
<br /> nonetheless be deemed to constitute a term of the contract between WSP and the that the materials,systems or equipment will meet the performance criteria
<br /> Client. required by the Contract Documents.
<br /> 14. Limitation of Liabiity 20. Standard Condition Terms Survival
<br /> In recognition of the relative risks and benefits of the Project to both the Client and If any of WSP's Standard Conditions,or portions thereof,shall be adjudged null
<br /> WSP.the risks have been allocated such that the Client agrees,to the fullest extent and void,it is agreed that the remaining Standard Conditions,or portions
<br /> permitted by law,to limit the liability of WSP and WSP's officers,directors, thereof,shall remain intact and be given full force and effect
<br /> partners,employees,shareholders,owners and sub-consultants for any and all 21. State Law Governing Agreement
<br /> claims,losses.costs,damages of any nature whatsoever or claims expenses from This agreement shall be governed by and construed in accordance with the
<br /> any cause or causes,including attorneys'fees and costs and expert-witness fees State where the project is located.
<br /> and costs,so that the total aggregate liability of WSP and WSP's officers,directors,
<br /> partners.employees,shareholders,owners and sub-consultants shall be limited to
<br /> the amount of our fee or the limits of professional liability insurance provided in the
<br /> insurance certificate.whichever is less. It is intended that this limitation apply to
<br /> any and all liability or cause of action however alleged or arising,unless otherwise
<br /> prohibited by law. Notwithstanding any other provision of this Agreement,and to
<br /> the fullest extent permitted by law,neither the Client nor WSP,their respective
<br /> officers,directors,partners,employees,contractors or sub-consultants shall be
<br /> " %% ' ) January I,2018
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