4.4 SR 04-18-2022 - Laserfiche WebLink

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Fire Station Cx City of Elk River Page 6 of 6 9. Third-party Indemnification: KFI agrees to hold CLIENT harmless from any claim by any person, firm, corporation, or governmental unit that is caused by or arises out of negligent acts or omissions of KFI. CLIENT agrees to hold KFI harmless from any claim by any person, firm, corporation, or governmental unit that is caused by or arises out of negligent acts or omissions of CLIENT. 10. Resolution of Disputes: Any controversy, claim or dispute arising out of or relating in any manner to this Agreement or the Project shall be resolved as follows: Both parties will first attempt in good faith to promptly resolve the controversy, claim or dispute by negotiations between senior executives of the parties who have authority to settle the matter and who do not have direct responsibility for the administration of the Project. If the controversy, claim, or dispute has not been resolved by such negotiations within 60 days after written request by either party, the matter shall upon written request of either party then be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall be experienced in and have knowledge of the professional service(s) discipline KFI has been contracted for. The parties agree that any arbitration hearing shall be held in Saint Paul, Minnesota. Any claim in connection with this Agreement or the Project not made within 2 years after completion of the Professional Services shall be waived. 11. Resolution of Dispute Costs: The prevailing party to any dispute arising out of or relating to this Agreement or the Project shall be entitled to recover its reasonable fees and costs from the other party, including attorney fees and the costs of any arbitration, lawsuit, or other proceeding. 12. Force Majeure: The obligations of KFI and the CLIENT to perform under this Agreement shall be excused during each period of delay caused by matters which are beyond the reasonable control of the party obligated to perform, such as, acts of God, fire, flood and other weather conditions, war, embargo, explosions, riots, laws, rules, regulations and order of any governmental authority. 13. Miscellaneous: This Agreement comprises the final and complete agreement between KFI and CLIENT. It supersedes all previous or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement and shall be binding upon the heirs, executors, administrators, successors and assigns of KFI and CLIENT. Neither KFI nor CLIENT may assign or transfer this Agreement or any rights or interest in this Agreement, and no third party is intended to be benefited by this Agreement. 14. Payment of 10% per annum on the balance due beginning 30 days from the original invoice date. Each invoice from KFI shall be deemed correct, conclusive, and binding on CLIENT unless CLIENT, within 10 days after receiving that invoice, notifies KFI in writing of any claimed inaccuracies, discrepancies, or errors. If CLIENT fails to pay KFI within 30 days after receiving an invoice, KFI shall have the right to cancel this Agreement, in which case CLIENT shall pay KFI for all fees and charges incurred, and all Professional Services performed, through the date of termination. KFI Engineers T & C version 2020 1119 Scope and Fee KFI #P22-0559