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10 Where available provide other services, materials,or data as ARTICLE 14-CONFIDENTIALITY
<br /> • may be set forth in Exhibits B. The Engineer agrees to keep confidential and not to disclose to any
<br /> 11. Bear all costs incidental to compliance with the requirements of person or entity,otherthan the Engineer's employees,subconsultants
<br /> this article. and the general contractor And subcontractors, if appropriate,any
<br /> 12. Provide the foregoing in a manner sufficiently timely so as not data and information not previously known to and generated by the
<br /> to delay the performance by the Engineer of the services in Engineer or furnished to the Engineer and not a matter of public
<br /> accordance with the Contract Documents record. These provisions shall not apply to information in whatever
<br /> form that comes into the public domain, nor shall it restrict the
<br /> B Engineer shall be entitled to rely on the accuracy and Engineer from giving notices required by law or complying with an
<br /> completeness of information or services furnished by the City or order to provide information or data when such order is issued by a
<br /> others employed by the City Engineer shall endeavor to verify the court, administrative agency or other authority with proper
<br /> information provided and shall promptly notify the City if the jurisdiction, or if it is reasonably necessary for the Engineer to
<br /> Engineer discovers that any information or services furnished by the defend himself or herself from any suit or claim.
<br /> City is in error or is inadequate for its purpose.
<br /> ARTICLE 15-LOCATION OF UNDERGROUND
<br /> ARTICLE 7-OPINIONS OF COST IMPROVEMENTS
<br /> Opinion, if any, of probable cost, construction cost, financial The Engineer and/or his or her authorized subconsultant will conduct
<br /> evaluations, feasibility studies, economic analyses of alternate the research that in his or her professional opinion is necessary and
<br /> solutions and utilitarian considerations of operations and will prepare a plan indicating the locations intended for subsurface
<br /> maintenance costs provided for are made or to be made on the basis penetrations with respect to assumed locations of underground
<br /> of the Engineer's experience and qualifications and represent the improvements. Such services by the Engineer or his or her
<br /> Engineers best judgement as an experienced and qualified subconsultant will be performed in a manner consistent with the
<br /> professional design firm.The parties acknowledge,however,that the ordinary standard of care The City recognizes that the research may
<br /> Engineer does not have control over the cost of labor, material, not identify all underground improvements and that the information
<br /> equipment or services furnished by others or over market conditions upon which the Engineer relies may contain errors or may not be
<br /> or contractors methods of determining their prices, and any completed.
<br /> evaluation of any facility to be constructed or acquired,or work of
<br /> necessity must be speculative until completion of construction or The City agrees,to the fullest extent permitted by law,to waive all
<br /> acquisition. Accordingly, the Engineer does not guarantee that claimer and causes of action against the Engineer and anyone for
<br /> proposals, bids or actual costs will not vary from opinions, whom the Engineer may be legally liable, for damages to
<br /> evaluations or studies submitted by the Engineer. underground improvements resulting from subsurface penetration
<br /> locations established by the Engineer,except that the City does not
<br /> ARTICLE 8-INSURANCE release the Engineer, its principals, employees, agents and
<br /> Engineer has procured insurance in the types and amounts set forth consultants from negligence which causes damage to underground
<br /> • in Exhibit D improvements resulting from subsurface penetration locations
<br /> established by the Engineer.
<br /> ARTICLE 9-ASSIGNMENT
<br /> This Agreement, intended to secure the service of individuals ARTICLE 16-BETTERMENT
<br /> employed by and through the Engineer, shall not be assigned or It;due to the Engineer's error,any required item or component of the
<br /> transferred without written consent of the City. project is omitted from the Engineer's construction documents,the
<br /> Engineer shall not be responsible for paying the cost to add such item
<br /> ARTICLE 10-CONTROLLING LAW or component to the extent that such item or component would have
<br /> This Agreement is to be governed by the laws of the State of been otherwise necessary to the project or otherwise adds value or
<br /> Minnesota. betterment to the project In no event will the Engineer be
<br /> responsible for any cost or expense that provides betterment,upgrade
<br /> ARTICLE 1 I -NON-DISCRIMINATION or enhancement of the project.
<br /> Engineer will comply with the provisions of applicable Federal,State
<br /> and Local Statutes,Ordinances,and Regulations pertaining to human ARTICLE 17-CONSTRUCTION OBSERVATION
<br /> rights and non-discrimination. The Engineer shall visit the project at appropriate intervals during
<br /> construction to become familiar with the progress and quality of the
<br /> ARTICLE 12-CONFLICT RESOLUTION contractors' work and to determine if the work is proceeding in
<br /> In an effort to resolve any conflicts that arise during the design or general accordance with the Contract Documents. The City has not
<br /> construction of the project or following the completion ofthe project, retained the Engineer to make detailed inspections or to provide
<br /> the City and Engineer agree that all disputes between them arising exhaustive or continuous project review and observation services.
<br /> out of or relating to this Agreement shall be submitted to non-binding For City-observed projects,the Engineer shall accept the construction
<br /> mediation unless the parties mutually agree otherwise. of the project as being completed according to the construction
<br /> documents upon a similar justification by the City observer. The
<br /> The City and Engineer further agree to include a similar mediation Engineer does not guarantee the performance of,and shall have no
<br /> provision in all agreements with independent contractors and responsibility for, the acts or omissions of any contractor,
<br /> consultants retained for the project and to require all independent subcontractor,supplier or any other entity furnishing materials or
<br /> contractors and consultants also to include a similar mediation performing any work on the project.
<br /> provision in all agreements with subcontractors, subconsultants,
<br /> suppliers or fabricators so retained,thereby providing for mediation If the City desires more extensive project observation or full-time
<br /> as the primary method for dispute resolution between the parties to project representation, the City shall request such services be
<br /> those agreements. provided by the Engineer as Additional Services in accordance with
<br /> the terns of this Agreement. In this instance, the Engineer shall
<br /> • ARTICLE 13-ATTORNEYS'FEES accept the construction of the project as being completed according
<br /> In the event of any litigation arising from or related to the services to the construction documents. However,the Engineer does not
<br /> provided under this Agreement,the prevailing party will be entitled guarantee the performance of,and shall have no responsibility for,
<br /> to recovery of all reasonable costs incurred,including court costs, the acts oromissionsofany contractor,subcontractor,supplierorany
<br /> reasonable attorneys'fees and other related out-of-pocket expenses. other entity furnishing materials or performing any work on the
<br /> project-
<br /> Exhibit
<br /> rojectExhibit A Page 2 of 3 F%WPW[N1CL.1[Mbtaathoaylaih-Lwpd
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