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ARTICLE 8 — PAYMENTS
<br />Payment to Engineer shall be on a lump sum or hourly basis as set out in the Agreement. Engineer is entitled to
<br />payment of amounts due plus reimbursable expenses. Client will pay the balance stated on the invoice unless Client
<br />notifies Engineer in writing of any disputed items within 15 days from the date of invoice. In the event of any
<br />dispute, Client will pay all undisputed amounts in the ordinary course. and the Parties will endeavor to resolve all
<br />disputed items. All accounts unpaid after 30 days from the date of original invoice shall be subject to a service
<br />charge of 5% per annum. Engineer shall be entitled to recover all reasonable costs and disbursements, including
<br />reasonable attorneys fees, incurred in connection with collecting amounts owed by Client. In addition, Engineer
<br />may, after giving seven days' written notice to Client, suspend services under this Agreement until it receives full
<br />payment for all amounts then due for services, expenses and charges.
<br />ARTICLE 9 — HAZARDOUS MATERIALS
<br />Notwithstanding the Scope of Services to be provided pursuant to this Agreement, it is understood and agreed that
<br />Engineer is not a user, handler, generator, operator, treater, storer, transporter or disposer of hazardous or toxic
<br />substances, pollutants or contaminants as any of the foregoing items are defined by Federal, State and/or local law,
<br />rules or regulations, now existing or hereafter amended, and which may be found or identified on any Project which
<br />is undertaken by Engineer.
<br />The Client agrees to hold harmless, indemnify and defend Engineer and its officers, subconsultant(s), employees and
<br />agents from and against any and all claims, losses, damages, liability and costs, including but not limited to costs of
<br />defense, arising out of or in any way connected with, the presence, discharge, release, or escape of hazardous or
<br />toxic substances, pollutants or contaminants of any kind, except that this clause shall not apply to such liability as
<br />may arise out of Engineer's negligence in the performance of services under this Agreement.
<br />ARTICLE 10 — INSURANCE
<br />Engineer has procured general and professional liability insurance. On request, Engineer will furnish client with a
<br />certificate of insurance detailing the precise nature and type of insurance, along with applicable policy limits.
<br />ARTICLE 11— TERMINATION
<br />This Agreement may be terminated by either party upon thirty days' written notice without cause. In the event of
<br />termination, copies of plans, reports, specifications, electronic drawing/data files (CADD), field data, notes, and
<br />other documents whether written, printed or recorded on any medium whatsoever, finished or unfinished, prepared
<br />by the Engineer pursuant to this Agreement and pertaining to the work or to the Project, (hereinafter "Instruments of
<br />Service"), shall be made available to the Client pursuant to Article 7. All provisions of this Agreement allocating
<br />responsibility or liability between the Client and Engineer shall survive the completion of the services hereunder
<br />and/or the termination of this Agreement.
<br />ARTICLE 12 — INDEMNIFICATION
<br />The Engineer agrees, to the fullest extent permitted by law, to indemnify and hold the Client harmless from any
<br />damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the
<br />Engineer's negligent or intentional acts, errors or omissions in the performance of professional services under this
<br />Agreement and those of his or her subconsultants or anyone for whom the Engineer is legally liable.
<br />The Client agrees to the fullest extent permitted by law, to indemnify and hold the Engineer harmless from any
<br />damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the
<br />Client's negligent or intentional acts, errors or omissions and those of his or her contractors, subcontractors or
<br />consultants or anyone for whom the Client is legally liable, and arising from the project that is the subject of this
<br />Agreement.
<br />ARTICLE 13 — ASSIGNMENT
<br />Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the Agreement nor
<br />any claims that may arise from services or payments due under the Agreement without the written consent of the
<br />other Party. Any assignment in violation of this provision shall be null and void.
<br />ARTICLE 14 — CONTROLLING LAW
<br />This Agreement is to be governed by the laws of the State of Minnesota.
<br />Exhibit A — General Contract Provisions
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