5N, Approve a Contract with Kimley Horn, Inc., for Old Highway 10 Bridge Design

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coi�dition precedent to litigation. Any mediation or civil action by Client must be comn�enced within one year of tl�e accruai of the cause of action asse�ted but in no evenE later ti�an ailowed by applicabie statutes. (14) Haza�•dous Substances and Conditions. In no event shall Consultant be a custodian, ti•ansporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be limited to professional analysis, recommendations, and reporting, including, when agreed ta, plans and specifications for isolation, re�noval, or remcdiation. The Consultant shall notify the Client of hazardous substances oc• conditions not contemplated in the scope of services of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous sabstance or condition is eiiminated. {i5) Construction Phase Services. (a) If the Consu]tanYs services include the preparation of documents to be used for construction and the Gonsultant is not retained to make periodic site visits, the Client assumes ali responsibility for interpretation of the documents and for construction observation, and the Client waives any clai�ns against the Consultant in any way connected thereto. (b) lf the Co��sultant provides construction phase services, the Consultant shail have no responsibility for any contractor's means, meEhods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the woric of any contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Clier�t a greater dcgree of confidence that the completed work of its contraclors will genecally conform Eo the construction documents prepared by d�e Consultant. Consultant neither guarantees the performanee of contractors, nor assumes responsibrlity for any contractor's failure to perform its wo�•k in accordance with the contract documents. (c) The Consultant is not responsibte for any duties assi�ned to the design pro�essional in the construction contract that are not expi�essly prnvided for in this Agreement. The Cfient agrees that each contract with any conCracto�• shall state #hat the contractor shall be solely responsible for job site safety and for its means and rnethods; that the contractor shal) indemnify the Client and the Consultant for all claims and liability arisin� out of job site accidents; and thaE the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance policy. (lG) No Third-Party Bene�ciaries; Assigncnent and Subcontracting. This A�reement gives no rights or• benefits to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursaant to tliis Agreement will be foE• the sole benefit oi ihe Client and tl�c ConsulEant. 1"he Client shail not assign or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consenE of the Consu9tant. The Consultant reserves the right to auginent its staff with subconsultants as it dee�ns appropriate due to project logistics, schedules, or market conditions. Tf the Consultant exei•cises this right, the Consultant will maintain the agreed-upon billing rates for services identifed in the contract, regardless of whether the services arc provided by in-house employees, contract empIoyees, or indepcndent subconsultants. (17) Confidenfiality. 'I'he Client consents to the use and dissemination by the Consultant of photographs of the project and to the use by the Consultant of facts, data and "anformation obtained by the Consuftant in the performance of its services_ lf, however, any facts, data or information are specifically identified in writing by the Ciient as confidentiai, the Cansultant shali use reasonable care to maintain the confidentiality of that material. {18) Misceilaneous Provisions. This Agreement is to be governed by the law of the State of Minnesota. This Agreement contains the eniire and fully integrated a�reement between the parties and supersedes ail prior and contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this flgreement can be supplerraented or amended only by a weitte�� document executed by both parties. Provided, however, that any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreenaent that is unenforceable shall be ineffective fio the extent of such unenforceability without invalidating the remaining provisions. Tlle non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the ren�ainder of this A�reement. Rev 11/11