|
evaluations, feasibility studies, economic analyses of alternate solutions
<br />and utilitarian considerations of operations and maintenance costs
<br />provided for are made or to be made on the basis of the Engineer's
<br />experience and qualifications and represent the Engineer's best judgment
<br />as an experienced and qualified professional design firm. The parties
<br />acknowledge, however, that the Engineer does not have control over the
<br />cost of labor, material, equipment or services furnished by others or over
<br />market conditions or contractor's methods of detettnining their prices,
<br />and any evaluation of any facility to be constructed or acquired, or work
<br />of necessity must be speculative until completion of construction or
<br />acquisition. Accordingly, the Engineer does not guarantee that
<br />proposals, bids or actual costs will not vary from opinions, evaluations or
<br />studies submitted by the Engineer.
<br />ARTICLE 8 - INSURANCE
<br />Engineer has procured insurance in the types and amounts set forth in
<br />Exhibit E.
<br />ARTICLE 9 -ASSIGNMENT
<br />This Agreement, intended to secure the service of individuals employed
<br />by and through the Engineer, shall not be assigned or transferred
<br />without written consent of the Town.
<br />ARTICLE 10 - CONTROLLING LAW
<br />This Agreement is to be governed by the laws of the State of Minnesota.
<br />ARTICLE 11- NON-DISCRIMINATION
<br />Engineer will comply with the provisions of applicable Federal, State and
<br />Local Statutes, Ordinances, and Regulations pertaining to human rights
<br />and nondiscrimination.
<br />ARTICLE 12 - CONFLICT RESOLUTION
<br />In an effort to resolve any conflicts that arise during the design or
<br />construction of the project or following the completion of the project,
<br />the Town and Engineer agree that all disputes between them arising out
<br />of or relating to this Agreement shall be submitted to nonbinding
<br />mediation unless the parties mutually agree otherwise.
<br />ARTICLE 13 - CONFIDENTIALITY
<br />The Engineer agrees to keep confidential and not to disclose to any
<br />person or entity, other than the Engineers employees, subconsultants
<br />and the general contractor and subcontractors, if appropriate, any data
<br />and information not previously known to and generated by the Engineer
<br />or furnished to the Engineer and marked CONFIDENTIAL by the
<br />Town. These provisions shall not apply to information in whatever form
<br />that comes into the public domain, nor shall it restrict the Engineer
<br />from giving notices required by law or complying with an order to
<br />provide information or data when such order is issued by a court,
<br />administrative agency or other authority with proper jurisdiction, or if it
<br />is reasonably necessary for the Engineer to defend himself or herself
<br />from any suit or claim.
<br />ARTICLE 14 - LOCATION OF UNDERGROUND
<br />IMPROVEMENTS
<br />The Engineer and/or his or her authorized subconsultant will conduct
<br />the research that in his or het professional opinion is necessary and will
<br />prepare a plan indicating the locations intended for subsurface
<br />penetrations with respect to assumed locations of underground
<br />improvements. Such services by the Engineer or his or her
<br />subconsultant will be performed in a manner consistent with the
<br />ordinary standard of care. The Town recognizes that the research may
<br />not identify all underground improvements and that the information
<br />upon which the Engineer relies may contain errors or may not be
<br />completed.
<br />The Town agrees, to the fullest extent permitted by law, to waive all
<br />claims and causes of action against the Engineer and anyone for whom
<br />the Engineer may be legally liable, for damages to underground
<br />improvements resultingfrom ' subsurface penetration locations
<br />established by the Engineer, except that the Town does not release the
<br />Engineer, its principals, employees, agents and consultants from
<br />negligence which causes damage to underground improvements resulting
<br />from subsurface penetration locations established by the Engineer.
<br />ARTICLE 15 - CONSTRUCTION OBSERVATION
<br />The Engineer shall visit the project at appropriate intervals during
<br />construction to become familiar with the progress and quality of the
<br />contractors•work and to determine if the work is proceeding in general
<br />accordance with the Contract Documents. The Town has not retained
<br />the Engineer to make detailed inspections or to provide exhaustive or
<br />continuous project review and observation services. For Town -observed
<br />projects, the. Engineer shall accept the construction of the project as
<br />being completed according to the construction documents upon a
<br />similar justification by the Town observer. The Engineer does not
<br />guarantee the performance of, and shall have no responsibility for, the
<br />acts or omissions of any contractor, subcontractor, supplier or any other
<br />entity furnishing materials or performing any work on the project.
<br />If the Town desires more extensive project observation or full-time
<br />project representation, the Town shall request such services be provided
<br />by the Engineer as Additional Services in accordance with the terms of
<br />this Agreement. In this instance, the Engineer shall accept the
<br />construction of the project as being completed according to the
<br />construction documents. However, the Engineer does not guarantee the
<br />performance of, and shall have no responsibility for, the acts or
<br />omissions of any contractor, subcontractor, supplier or any other entity
<br />furnishing materials or performing any work on the project.
<br />ARTICLE 16 • INDEMNIFICATION
<br />The Engineer agrees, to the fullest extent permitted by law, to indemnify
<br />and hold the Town harmless from any damage, liability or cost
<br />(including reasonable attorneys• fees and costs of defense) to the extent
<br />caused by the Engineers negligent acts, errors or omissions in rhe
<br />performance of professional services under this Agreement and those of
<br />his or her subconsultanes or anyone for whom the Engineer is legally
<br />liable.
<br />The Town agrees to the fullest extent permitted by law, to indemnify and
<br />hold the Engineer harmless from any damage, liability or cost (including
<br />teasonable attorneys• fees and costs of defense) to the extent caused by
<br />the Towns negligent acts, errors or omissions and those of his or her
<br />contractors, subcontractors or consultants or anyone for whom the
<br />Town is legally liable, and arising from the project that is the subject of
<br />this Agreement.
<br />Exhibit A — General Contract Provisions
<br />Page 2 K:\Personal\Eric Maass \CLIENT\Lent Township\ExhA.docr
<br />
|