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(b) Furnish a written acceptance of tender of defense and M. waiver.
<br /> indemnity from Consultant's insurance company. 1. Any waiver by either party of a breach of any provision of this
<br /> Consultant wilt take the action required by the Client within fifteen Agreement shall not affect,in any respect,the validity of the
<br /> (15)days of receiving notice from the Client. remainder of this Agreement.
<br /> F. Records Access N. Conflicts.
<br /> 1. The Consultant shall provide the Client access to any books, 1. No salaried officer or employee of the Client and no member of
<br /> documents,papers,and records which are directly pertinent to the the Client's Board shall have a financial interest,direct or indirect,
<br /> specific contract,for the purpose of making audit,examination, in this Agreement. The violation of this provision renders the
<br /> excerpts,and transcriptions,for three years after final payments Agreement void. Any federal regulations and applicable state
<br /> and all other pending matters related to this contract are closed. statutes shall not be violated.
<br /> G. Audit Disclosure
<br /> I. The Consultant shall allow the Client or its duly authorized agents SECTION V—DISPUTE RESOLUTION
<br /> reasonable access to such of the Consultant's books and records as
<br /> are pertinent to the work performed under this Agreement. Any A. Mediation
<br /> reports,information,data,etc.given to,or prepared or assembled I. I.Each dispute,claim or controversy arising from or related to this
<br /> by,the Consultant under this Agreement which the Client requests Agreement or the relationships which result from this Agreement
<br /> to be kept confidential shall not be made available to any shall be subject to mediation as a condition precedent to initiating
<br /> individual or organization without the Client's prior written arbitration or legal or equitable actions by either party. Unless the
<br /> approval. All finished or unfinished documents,data,studies, parties agree otherwise,the mediation shall be in accordance with
<br /> surveys,drawings,maps,models,photographs,and reports the Commercial Mediation Procedures of the American Arbitration
<br /> prepared by the Consultant shall become the property of the Client Association then currently in effect. A request for mediation shall
<br /> upon termination of this Agreement,but Consultant may retain be filed in writing with the American Arbitration Association and
<br /> copies of such documents as records of the services provided. the other party. No arbitration or legal or equitable action may be
<br /> H. Independent Consultant instituted for a period of ninety(90)days from the filing of the
<br /> I. independent Consultant. At all times and for all purposes herein, request for mediation unless a longer period of time is provided by
<br /> the Consultant is an independent contractor and not an employee of agreement of the parties. Cost of mediation shall be shared equally
<br /> the Client. No statement herein shall be construed so as to find the between the parties. Mediation shall be held in the City of Elk
<br /> Consultant an employee of the Client. River unless another location is mutually agreed upon by the
<br /> parties. The parties shall memorialize any agreement resulting
<br /> I. Non-Discrimination. from the mediation in a Mediated Settlement Agreement,which
<br /> 1. During the performance of this Agreement,the Consultant shall Agreement shall be enforceable as a settlement in any court having
<br /> not discriminate against any employee or applicant for jurisdiction thereof.
<br /> employment because of race,color,creed,religion,national origin,
<br /> B. Litigation—Choice of Venue and Jurlsdietton
<br /> sex,marital status,status with regard to public assistance, 1. Any litigation arising under this Agreement shall be venued in
<br /> disability,or age. The Consultant shall post in places available to1.
<br /> County District Court,Minnesota.
<br /> employees and applicants for employment,notices setting forth the
<br /> provision of this non-discrimination clause and stating that all SECTION VI—INTELLECTUAL PROPERTY
<br /> qualified applicants wilt receive consideration for employment.
<br /> The Consultant shall incorporate the foregoing requirements of this A. Ownership of Documents
<br /> paragraph in all of its subcontracts for program work,and wilt I. All plans,diagrams,analyses,reports and information generated in
<br /> require all of its subcontractors for such work to incorporate such connection with the performance of the Agreement
<br /> requirements in all subcontracts for program work. ("Information")shall become the property of the Client. The
<br /> J. Severability. Client may use the Information for its purposes and the Consultant
<br /> 1. The provisions of this Agreement are severable. If any portion also may use the Information for its purposes. Reuse of the
<br /> Information for the purposes of the project contemplated by this
<br /> hereof is,for any reason,held by a court of competent jurisdiction
<br /> to be contrary to law,such decision shall not affect the remaining Agreement(Project")does not relieve any liability on the part of
<br /> of this Agreement. the Consultant,but any reuse of the Information by the Client or
<br /> provisionsthe Consultant beyond the scope of the Project is without liability
<br /> K. Entire Agreement. to the other,and the party reusing the Information agrees to defend
<br /> 1. The entire agreement of the parties is contained herein. This and indemnify the other from any claims or liability resulting
<br /> Agreement supersedes all oral agreements and negotiations therefrom.
<br /> between the parties relating to the subject matter hereof as well as
<br /> any previous agreements presently in effect between the parties
<br /> relating to the subject matter hereof. Any alterations,amendments,
<br /> deletions,or waivers of the provisions of this Agreement shall be
<br /> valid only when expressed in writing and duly signed by the
<br /> parties,unless otherwise provided herein.
<br /> L. Compliance with Laws and Regulations.
<br /> 1. In providing services hereunder,the Consultant shall abide by all
<br /> statutes,ordinances,rules and regulations pertaining to the
<br /> provisions of services to be provided. The Consultant and Client,
<br /> together with their respective agents and employees,agree to abide
<br /> by the provisions of the Minnesota Data Practices Act,Minnesota
<br /> Statutes Section 13,as amended,and Minnesota Rules
<br /> promulgated pursuant to Chapter 13. Any violation of statutes,
<br /> ordinances,rules and regulations pertaining to the services to be
<br /> provided shall constitute a material breach of this Agreement and
<br /> entitle the Client to immediately terminate this Agreement.
<br /> Short Elliott Hendrickson Inc. General Conditions-3 Elk River Municipal Utilities
<br /> (MCA&BE101215)
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