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Short Form Agreement
<br /> Arden Hills On Call Services
<br /> 07/16/18
<br /> Page 2 of 3
<br /> Services provided by COMPANY under this Agreement will be performed in a manner consistent with that degree of
<br /> care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the
<br /> same or similar locality.
<br /> Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
<br /> party against either the CLIENT or the COMPANY. COMPANY's services under this Agreement are being performed
<br /> solely for the CLIENT's benefit, and no other party or entity shall have any claim against COMPANY because of this
<br /> Agreement or the performance or nonperformance of services hereunder. The CLIENT and COMPANY agree to
<br /> require a similar provision in all contracts with contractors, subcontractors, sub-consultants, vendors and other entities
<br /> involved in this project to carry out the intent of this provision.
<br /> In an effort to resolve any conflicts that arise during the design or construction of the project or following the
<br /> completion of the project, the CLIENT and COMPANY agree that all disputes between them arising out of or relating to
<br /> this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The CLIENT
<br /> and COMPANY further agree to include a similar mediation provision in all agreements with independent contractors
<br /> and consultants retained for the project and to require all independent contractors and consultants also to include a
<br /> similar mediation provision in all agreements with subcontractors, sub-consultants, suppliers or fabricators so retained,
<br /> thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements.
<br /> If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such litigation
<br /> shall award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto. In awarding
<br /> attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full
<br /> amount of costs, expenses,and attorney fees paid or incurred in good faith.
<br /> All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other
<br /> documents including all documents on electronic media prepared by COMPANY as instruments of service shall remain
<br /> the property of COMPANY.
<br /> All project documents including, but not limited to, plans and specifications furnished by COMPANY under this project
<br /> are intended for use on this project only. Any reuse, without specific written verification or adoption by COMPANY,
<br /> shall be at the CLIENT's sole risk, and CLIENT shall defend, indemnify and hold harmless COMPANY from all claims,
<br /> damages and expenses including attorney's fees arising out of or resulting therefrom.
<br /> Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the COMPANY,
<br /> and the COMPANY makes no warranties, either express or implied, of merchantability and fitness for any particular
<br /> purpose. In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT's
<br /> use or reuse of the electronic files.
<br /> Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or
<br /> inadvertently, without notice or indication, COMPANY reserves the right to remove itself from of its ownership and/or
<br /> involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the
<br /> work performed by COMPANY in electronic form only for information and use by CLIENT for the specific purpose for
<br /> which COMPANY was engaged. Said material shall not be used by CLIENT or transferred to any other party, for use
<br /> in other projects, additions to this project, or any other purpose for which the material was not strictly intended by
<br /> COMPANY without COMPANY's expressed written permission. Any unauthorized use or reuse or modifications of this
<br /> material shall be at CLIENT'S sole risk. Furthermore, the CLIENT agrees to defend, indemnify, and hold COMPANY
<br /> harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or
<br /> reuse of these materials.
<br /> The CLIENT agrees that the General Contractor is solely responsible for job site safety, and warrants that this intent
<br /> shall be made evident in the CLIENT's Agreement with the General Contractor. The CLIENT also agrees that the
<br /> CLIENT, COMPANY and COMPANY's consultants shall be indemnified and shall be made additional insureds on the
<br /> General Contractor's and all subcontractor's general liability policies on a primary and non-contributory basis.
<br /> The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against
<br /> COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an independent
<br /> design professional currently practicing in the same discipline as COMPANY and licensed in the State in which the
<br /> claim arises.
<br /> The CLIENT agrees, to the fullest extent permitted by law,to limit the liability of COMPANY and COMPANY's officers,
<br /> directors, partners, employees, shareholders, owners and sub-consultants to the CLIENT for any and all claims,
<br /> losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys'
<br /> fees and costs and expert witness fees and costs, so that the total aggregate liability of COMPANY and its officers,
<br /> directors, partners, employees, shareholders, owners and sub-consultants to all those named shall not exceed $
<br /> Versionl.0 07012017
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