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6.4 Opinion of Probable Construction Cost/Cost Estimates: The Client hereby acknowledges that
<br />Woolper~ cannot warrant that opinions or estimates of probable construction or operating costs provided
<br />by Woolpert will not vary from actual costs incurred by the Client.
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<br />6.5 Limit of Liability: The lirdt of liability of Woolpert to the Client for any cause or combination of
<br />causes resulting from the Services rendered hereunder shall be, in total amount, limited to the fees paid
<br />under this Agreement.
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<br />6.6 Construction Phase: Woolpert shall not be responsible for or have control over construction means,
<br />methods, techniques, sequences, or procedures; or for safety precautions and programs in connection with
<br />the work. Nor shall Woolpert be responsible for any contractor's or subcontractors' failure to carry out
<br />the work in accordance with the Contract Documents or for their failure to comply with applicable laws,
<br />ordinances, rules, or regulations. Woolpert will not have any direct contractual relationship with the
<br />contractor, any subcontractors or material suppliers. Woolpert may, under a separate subcontract with the
<br />contractor, provide survey services. Woolpert shall not be bound by any term or obligation contained in
<br />any "General Condition" or other construction bidding documents unless expressly consented to by
<br />Woolpert in writing.
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<br />6.7 Insurance: Woolpert shall carry, on all operations hereunder, workers compensation insurance,
<br />commercial general liability insurance, professional liability insurance, and automobile liability
<br />insurance.
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<br />6.8 Assignment/Third Parties: Neither the Client nor Woolpert will assign or transfer its interest in this
<br />Agreement without the written consent of the other. Woolpert, however, does reserve the right to
<br />subcontract any portion of the Services. Nothing in this Agreement shall be construed as creating any
<br />rights, benefits, or causes of actions for any third party against either Woolpert or the Client.
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<br />6.9 Suspension, Termination, Cancellation, or Abandonment: In the event the Project identified in this
<br />Agreement is suspended, canceled, or abandoned by the Client thereby suspending, delaying, or
<br />terminating the services called for herein, Woolpert shall be given 15 days' prior written notice of such
<br />action and shall be compensated for the Services provided and reimbursable expenses incurred up to the
<br />date of suspension, cancellation, or abandonment including necessary and reasonable costs incurred
<br />thereafter. If the Client delays or suspends Woolpert's services for more than 90 days, then Woolpert may
<br />terminate this Agreement upon giving seven days' written notice. Either party may terminate this.
<br />Agreement upon the other's filing for bankruptcy, insolvency, or assignment for the benefit of creditors.
<br />Except as expressly provided otherwise in Paragraph 6.2, either party may terminate this Agreement for
<br />cause upon 30 days' written notice of a substantial failure by the other party to perform in accordance
<br />with the terms of this Agreement through no fault of the terminating party. The party receiving such
<br />termination notice shall have the right to correct its failure within seven days of receiving said notice, or if
<br />it cannot cure the default within seven days, proceeds diligently to cure and does cure within the 30-day
<br />notice period. Pursuant to Section 5 of this Agreement, Woolpert shall not be obligated to commence
<br />services until this Agreement is fully executed. If the Client fails to execute this Agreement within 30
<br />days of the date it is sent to the Client, Woolpert shall have the right to revise fees or revoke any proposal
<br />related to the services.
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<br />6.10 Disputes: If a dispute between the parties arises out of or relates to this Agreement, or the breach
<br />thereof, then the parties agree to make a good faith effort to settle the issue through direct discussion
<br />between the parties pr/or to having recourse to a judiciai forum. It is further agreed that the parties each
<br />waive their fight to indirect, special, incidental, consequential, or punitive damages. In the event of any
<br />litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees. The Client agrees
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<br />Woolperl Professional Service Agreement
<br />9/9/99 Cabarrus County, NC 3 PSA-3/99
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