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General Conditions of the Agreement for Professional Services
<br /> for the Elk River Water Treatment Plant No.1 Expansion
<br /> SECTION I—SERVICES OF CONSULTANT construction costs,specifications,drawings,proposals,change
<br /> orders,supplemental agreements and other documents presented
<br /> A. General
<br /> I. Consultant agrees to perform professional services as set forth in by Consultant and render the necessary decisions and instructions
<br /> so that Consultant may provide services in a timely manner.
<br /> the Agreement for Professional Services or Supplemental Letter
<br /> Agreement("Basic Services").Nothing contained in this 4. Client shall require all utilities with facilities within the Client's
<br /> Agreement shall create a contractual relationship with or a cause of Project site to locate and mark said utilities upon request,relocate
<br /> action in favor of a third party against either the Client or the and/or protect said utilities as determined necessary to
<br /> Consultant.The Consultant's services under this Agreement are accommodate work of the Project,submit a schedule of the
<br /> being performed solely for the Client's benefit,and no other party necessary relocation/protection activities to the Client for review
<br /> or entity shall have any claim against the Consultant because of and comply with agreed upon schedule.Consultant shall not be
<br /> this Agreement or the performance or nonperformance of services liable for damages which arise out of Consultant's reasonable
<br /> hereunder. reliance on the information or services furnished by utilities to
<br /> Client or others hired by Client.
<br /> B. Schedule 5. Consultant shall be entitled to rely on the accuracy and
<br /> I. The Basic Services shall be completed as provided on completeness of information or services furnished by the Client or
<br /> Attachment 1. others employed by the Client and shall not be liable for damages
<br /> 2. If Client has requested changes in the scope,extent,or character of arising from reasonable reliance on such materials.Consultant
<br /> the Project or the services to be provided by Consultant,the time shall promptly notify the Client if Consultant discovers that any
<br /> of performance and compensation for Consultant's services shall information or services furnished by the Client is in error or is
<br /> be adjusted equitably.The Client agrees that Consultant is not inadequate for its purpose.
<br /> responsible for damages arising directly or indirectly from delays
<br /> beyond Consultant's control.If the delays resulting from such SECTION Ill—PAYMENTS
<br /> causes increase the cost or the time required by Consultant to A. Invoices
<br /> perform its services in accordance with professional skill and care, 1. The Consultant shall submit itemized bills for professional services
<br /> then Consultant shall be entitled to an equitable adjustment in performed under this Agreement on a monthly basis. Bills
<br /> schedule and compensation. submitted shall be paid in the same manner as other claims made to
<br /> C. Additional Services the Client.
<br /> I. None will berovided.
<br /> p SECTION IV—GENERAL CONSIDERATIONS
<br /> D. Termination
<br /> I. This Agreement may be terminated by the Consultant effective A. Standards of Performa nee
<br /> upon sixty(60)days'written notice delivered to the Client at the 1. Consultant shall exercise the same degree of care,skill and
<br /> address written above. The Client may terminate this Agreement diligence in the performance of the services as is ordinarily
<br /> effective immediately,upon written notice to the Consultant. exercised by members of the profession under similar
<br /> Upon termination under this provision,the Consultant shall be paid circumstances in Minnesota. Consultant shall be liable to the
<br /> for services rendered and reimbursable expenses until the effective fullest extent permitted under applicable law,without limitation,
<br /> date of termination, for any injuries,loss,or damages proximately caused by
<br /> 2. If however the Client terminates this Agreement because the Consultant's breach of this standard of care. Consultant shall put
<br /> Consultant has failed to perform in accordance with this forth reasonable efforts to complete its duties in a timely manner.
<br /> Agreement,no further payment shall be made to Consultant,and Consultant shall not be responsible for delays caused by factors
<br /> beyond its control or that could not be reasonably foreseen at the
<br /> Work.
<br /> the Client may retain another consultant to undertake or complete time of the execution of this Agreement. Consultant shall be
<br /> the responsible for costs or damages arising from unreasonable delays
<br /> SECTION II—CLIENT RESPONSIBILITIES in the completion of the services.
<br /> A. General B. Indemnity for Environmental Issues
<br /> 1. The Client shall,in proper time and sequence and where L Consultant is not a user,generator,handler,operator,arranger,
<br /> appropriate to the Project,at no expense to Consultant,provide tUll storer,transporter or disposer of hazardous or toxic substances,
<br /> information as to Client's requirements for the services provided therefore the Client agrees to hold harmless,indemnify and defend
<br /> by Consultant and access to all public and private lands required Consultant and Consultant's officers,directors,subconsultant(s),
<br /> for Consultant to perform its services. employees and agents from and against any and all claims,losses,
<br /> including but not limited to costs of and
<br /> liability y costs,
<br /> 2. The Consultant is not a municipal advisor and therefore Client d
<br /> shall provide its own legal,accounting,financial and insurance defense,arising out of or in any way connected with,the presence,
<br /> counseling and other special services as maybe required for the discharge,release,or escape of hazardous or toxic substances,
<br /> Project.Client shall provide to Consultant all data(and pollutants or contaminants of any kind at the site.
<br /> professional interpretations thereof)prepared by or services C. Indemnification
<br /> performed by others pertinent to Consultant's services,including I. Consultant agrees to indemnify and hold harmless the City and its
<br /> but not limited to,previous reports;sub-surface explorations; officials,employees and agents from any liability,claims,
<br /> laboratory tests and inspection of samples;environmental damages,costs,losses,judgements,or expenses,including
<br /> assessment and impact statements,surveys,property descriptions; reasonable attorney's fees,resulting directly or indirectly from a
<br /> zoning,deed and other land use restrictions;as-built drawings, negligent act or omission(including without limitation
<br /> electronic data base and maps.The costs associated with professional errors or omissions)of the Consultant,its agents,
<br /> correcting,creating or recreating any data that is provided by the employees,or subeonsultants in performance of the services
<br /> Client that contains inaccurate or unusable information shall be the provided by this Agreement.
<br /> responsibility of the Client. D. Assignment
<br /> 3. Client shalt provide prompt written notice to Consultant whenever 1 Neither party to this Agreement shall transfer,sublet or assign any
<br /> the Client observes or otherwise becomes aware of any changes in
<br /> the Project or any defect in Consultant's services,Client shall rights under,or interests in,this Agreement or claims based on this
<br /> Agreement without the prior written consent of the other party.
<br /> promptly examine all studies,reports,sketches,opinions of
<br /> Short Elliott Hendrickson Inc. General Conditions-'I Elk River Municipal Utilities
<br /> (MCA&BE101215)
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