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<br /> 11. Bear all costs incidental to compliance with the requirements of ARTICLE 14-CONFIDENTIALITY
<br /> this article. The Engineer agrees to keep confidential and not to disclose to any
<br /> 12. Provide the foregoing in a manner sufficiently timely so as not person or entity,other than the Engineer's employees,subconsultants
<br /> to delay the performance by the Engineer of the services in and the general contractor and subcontractors, if appropriate,any
<br /> accordance with the Contract Documents. data and information not previously known to and generated by the
<br /> Engineer or furnished to the Engineer and marked CONFIDENTIAL
<br /> B. Engineer shall be entitled to rely on the accuracy and by the City. These provisions shall not apply to information th
<br /> completeness of information or services furnished by the City or whatever form that comes into the public domain,nor shall it restrict
<br /> others employed by the City. Engineer shall endeavor to verify the the Engineer from giving notices required by law or complying with
<br /> information provided and shall promptly notify the City if the an order to provide information or data when such order is issued by
<br /> Engineer discovers that any information or services furnished by the a court, administrative agency or other authority with proper
<br /> City is in error or is inadequate for its purpose. jurisdiction, or if it is reasonably necessary for the Engineer to
<br /> defend himself or herself from any suit or claim.
<br /> ARTICLE 7-OPINIONS OF COST
<br /> Opinion, if any, of probable cost, construction cost, financial ARTICLE 15-LOCATION OF UNDERGROUND
<br /> evaluations, feasibility studies, economic analyses of alternate IMPROVEMENTS
<br /> solutions and utilitarian considerations of operations and The Engineer and/or his or her authorized subconsultant will conduct
<br /> maintenance costs provided for are made or to be made on the basis the research that in his or her professional opinion is necessary and
<br /> of the Engineer's experience and qualifications and represent the will prepare a plan indicating the locations intended for subsurface
<br /> Engineer's best judgement as an experienced and qualified penetrations with respect to assumed locations of underground
<br /> professional design firm.The parties acknowledge,however,thatthe improvements. Such services by the Engineer or his or her
<br /> Engineer does not have control over the cost of labor, material, subconsultant will be performed in a manner consistent with the
<br /> equipment or services furnished by others or over market conditions ordinary standard of care. The City recognizes that the research may
<br /> or contractor's methods of determining their prices, and any not identify all underground improvements and that the information
<br /> evaluation of any facility to be constructed or acquired,or work of upon which the Engineer relies may contain errors or may not be
<br /> necessity must be speculative until completion of construction or completed.
<br /> acquisition. Accordingly, the Engineer does not guarantee that
<br /> proposals, bids or actual costs will not vary from opinions, The City agrees,to the fullest extent permitted by law,to waive all
<br /> evaluations or studies submitted by the Engineer. claims and causes of action against the Engineer and anyone for
<br /> whom the Engineer may be legally liable, for damages to
<br /> ARTICLE 8-INSURANCE underground improvements resulting from subsurface penetration
<br /> Engineer has procured insurance in the types and amounts set forth locations established by the Engineer,except that the City does not
<br /> to Exhibit D. release the Engineer, its principals, employees, agents and
<br /> consultants from negligence which causes damage to underground
<br /> ARTICLE 9-ASSIGNMENT improvements resulting from subsurface penetration locations
<br /> This Agreement, intended to secure the service of individuals established by the Engineer.
<br /> employed by and through the Engineer, shall not be assigned or
<br /> transferred without written consent of the City. ARTICLE 16-BETTERMENT
<br /> Il;due to the Engineer's error,any required item or component of the
<br /> ARTICLE 10-CONTROLLING LAW project is omitted from the Engineer's construction documents,the
<br /> This Agreement is to be governed by the laws of the State of Engineer shall not be responsible for paying the cost to add such item
<br /> Minnesota. or component to the extent that such item or component would have
<br /> been otherwise necessary to the project or otherwise adds value or
<br /> ARTICLE I 1-NON-DISCRIMINATION betterment to the project. In no event will the Engineer be
<br /> Engineer will comply with the provisions of applicable Federal,State responsible for any cost or expense that provides betterment,upgrade
<br /> and Local Statutes,Ordinances,and Regulations pertaining to human or enhancement of the project.
<br /> rights and non-discrimination.
<br /> ARTICLE 17-CONSTRUCTION OBSERVATION
<br /> ARTICLE 12-CONFLICT RESOLUTION The Engineer shall visit the project at appropriate intervals during
<br /> In an effort to resolve any conflicts that arise during the design or construction to become familiar with the progress and quality of the
<br /> construction of the project or following the completion of the project, contractors' work and to determine if the work is proceeding in
<br /> the City and Engineer agree that all disputes between them arising general accordance with the Contract Documents. The City has not
<br /> out of or relating to this Agreement shall be submitted to non-binding retained the Engineer to make detailed inspections or to provide
<br /> mediation unless the parties mutually agree otherwise. exhaustive or continuous project review and observation services.
<br /> ForCity-observed projects,the Engineer shall accept the construction
<br /> The City and Engineer further agree to include a similar mediation of the project as being completed according to the construction
<br /> provision in all agreements with independent contractors and documents upon a similar justification by the City observer. The
<br /> consultants retained for the project and to require all independent Engineer does not guarantee the performance of,and shall have no
<br /> contractors and consultants also to include a similar mediation responsibility for, the acts or omissions of any contractor,
<br /> provision in all agreements with subcontractors, subconsultants, subcontractor,supplier or any other entity furnishing materials or
<br /> suppliers or fabricators so retained,thereby providing for mediation performing any work on the project.
<br /> as the primary method for dispute resolution between the parties to
<br /> those agreements. If the City desires more extensive project observation or full-time
<br /> project representation, the City shall request such services be
<br /> ARTICLE 13-ATTORNEYS'FEES provided by the Engineer as Additional Services in accordance with
<br /> In the event of any litigation arising from or related to the services the terms of this Agreement In this instance, the Engineer shall
<br /> provided under this Agreement,the prevailing party will be entitled accept the construction of the project as being completed according
<br /> to recovery of all reasonable costs incurred, including staff time, to the construction documents. However, the Engineer does not
<br /> court costs,reasonable attorneys'fees and other related expenses. guarantee the performance of,and shall have no responsibility for,
<br /> the acts oromissions of any contractor,subcontractor,supplier or any
<br /> other entity furnishing materials or performing any work on the
<br /> project
<br /> Exhibit A Page 2 of 3 F.\WPWtN\CLM'N' stanthony\cxh-a.wpd
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