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11. PROJECT SITE
<br />Client shall furnish such tenons, data, studies, plans, specifications, documents, and other information regarding surface and subsurface site conditions required
<br />by Houston for proper performance of its Services, Houston shall he entitled to rely upon Client provided documents and information in performing the Services
<br />required under this Agreement. Houston assumes no responsibility or liability for the accuracy or completeness ofany such documents or information. Houston
<br />will not direct, supervise, or control the work, means or methods of contractors or their subcontractors in connection with the Project. Houston's Services will
<br />not include a review or evaluation of the contractor's or subcontractor's safety measures. The presence of Houston, its employees, agents or subcontractors on
<br />a site shall not imply that Houston controls the operations of others nor shall it be construed to be an acceptance by Houston of any responsibility for job -site
<br />safety.
<br />12. CONFIDENTIALITY
<br />Houston shall maintain as confidential and not disclose to others without Client's prior consent all information obtained from Client that was not otherwise
<br />previously known to Houston or in the public domain and is expressly designated by Client in writing to be "CONFIDENTIAL,." The provisions of this
<br />paragraph shall not apply to information in whatever form that (a) is published or comes into the public domain through no fault of Ilouston, (h) is furnished by
<br />or obtained from a third party who is under no obligation to keep the information confidential, or (c) is required to be disclosed by law on order of a court,
<br />administrative agency, or other authority with proper jurisdiction. Client agrees that Houston may use and publish Client's name and a general description of
<br />Houston's services with respect to the Project in describing Houston's experience and qualifications to other clients or potential clients.
<br />13. RE -USE OF DOCUMENTS
<br />All documents, including drawings and specifications, prepared or furnished by Houston (and iouston's sail totes, agents, subsidiaries, independent professionul
<br />associates, consultants, and subcontractors) pursuant to this Agreement arc instruments of service in respect of the Project, and Houston shall retain ownership
<br />thereof, whether or not the Project is completed. Client may make and retain copies for information and reference in connection with the Project; however,
<br />such documents are not intended or represented to be suitable for re -use by Client or others on extensions of the Project or on any other project. Any re -use
<br />without written verification or adaptation by Houston for the specific purpose intended will be at Client's sole risk and without liability to Houston or Houston's
<br />affiliates, agents, subsidiaries, independent professional associates, consultants, and subcontractors with respect to any and all casts, expenses, fees, losses,
<br />claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting therefrom. Any such verification or adaptation will entitle
<br />Houston to further compensation at rates to be agreed upon by Client and Houston.
<br />14. REMEDIES
<br />Subject to the limitations set forth in this Agreement, in the event any party is in default of this Agreement, the non -defaulting party shall be entitled to pursue
<br />all rights and remedies available to it under this Agrecmcnt or as allowed by law.
<br />15. PROPRIETARY DATA
<br />The technical and pricing information in connection with the Services provided by Houston is confidential and proprietary and is not to be disclosed or otherwise
<br />made available to third parties by Client without the express written consent of Houston.
<br />16. GOVERNING LAW
<br />The validity, construction and performance of this Agreement and all disputes between the parties arising out of or related to this Agreement shall be governed
<br />by the laws, without regard to the law as to choice or conflict of law, of the State of North Dakota. Client consents to jurisdiction as to all issues concerning or
<br />relating to this Agreement or the Projcct with the federal or stale district courts designated for Cass County, North Dakota.
<br />17. DATA PRACTICES ACT REQUESTS
<br />Houston considers certain information developed during the execution of services as "not public" and "protected" from public disclosure under the various
<br />local, state and federal data practices laws. Client shall reimburse Houston for any and all costs and expenses, including attorneys' fees associated with any
<br />requests for release of information under any such laws.
<br />18. FORCE MAIIIRE
<br />Houston shall not be liable for any lass, damage or delay resulting out of its failure to perform hereunder due to causes beyond its reasonable control including,
<br />without limitation, acts of nature or the Client, acts of civil or military authority, terrorists threats or attacks, fires, strikes, floods, epidemics, quarantine
<br />restrictions, war, riots, delays in transportation, transportation embargos, extraordinary weather conditions or other natural catastrophe or any other cause beyond
<br />the reasonable control of Houston. In the event ofany such delay, Houston's performance date(s) will be extended for that length of time as may be reasonably
<br />necessary to compensate for the delay
<br />19. WAIVER Olt JURY
<br />in the interest of expediting any disputes that might arise between Houston and Client, Client hereby waives its rights to a trial by jury ofany dispute or claim
<br />concerning this Agreement, the Services, the Project and any other documents or agreements contemplated by or executed in connection with this Agreement.
<br />20. NOTICES
<br />My and all notices, demands or other communications required or desired to be given under this Agreement shall be in writing and shall he validly given or
<br />made if personally served; sent by commercial carrier service; or if deposited in the United States Mail, certified or registered, postage prepared, return receipt
<br />requested. If such notice or demand is served personally, notice shall be deemed constructively made at the tine of such personal service. If such notice,
<br />demand or other communication is given by mail or commercial carrier service, such notice shall be conclusively deemed given three (3) days after deposit
<br />thereof in the United States Mail or with a commercial carrier service. Notices, demand or other communications required or desired hereunder shall be
<br />addressed to the individuals indicated in this Agreement at the addresses indicated in this Agreement. Any party may change its address or authorized recipient
<br />for purposes of this paragraph by written notice given in the manner provided above.
<br />21. MISCELLANEOUS
<br />This Agreement shall take precedence aver any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice -
<br />to -proceed, or like document regarding the Services. If any provision of this Agreement is determined to be invalid or unenforceable in whole or part by a court
<br />of competent jurisdiction, the remaining provisions hereof shall remain in full force and effect and be binding upon the parties hereto. The parties agree to
<br />reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that as closely as possible expresses the
<br />intention of the stricken provision. This Agreement, including but not limited to the indemnification provisions, shall survive the completion of the Services
<br />under this Agreement and the termination ol'this Agreement. This Agreement gives no rights or benefits to anyone other than Houston and Client and has no
<br />third party beneficiaries except as may be specifically set forth in this Agreement This Agreement constitutes the entire agreement between the parties and
<br />shall not in any way be modified, varied or amended unless in writing signed by the parties. Prior negotiations, writings, quotes, and understandings relating
<br />to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement. Headings used in this Agreement are for the
<br />convenience of reference only and shall not affect the construction of this Agreement. 'Phis Agreement and the rights and duties hereunder may not be assigned
<br />by Client, in whole or in part, without Houston's prior written approval. No failure or delay on the part of Houston in exercising the right, power or remedy
<br />under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power or remedy preclude any other or further
<br />exercise thcrcof or the exercise of any other right, power or remedy hereunder, i'hc remedies provided in this Agreement arc cumulative and not exclusive of
<br />any remedies provided by law.
<br />Jenuwy 24, 2017
<br />NEI PROPOSAL CITY OF RAMSEY
<br />OCT08ER 12, 2020
<br />REVIEW AND MONITORING OF WETLAND MITIGATION AREAS IN THE COR
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