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Professional Services Agreement
<br /> City of Arden Hills—20.00419
<br /> This PROFESSIONAL SERVICES AGREEMENT(the"Agreement")is made and entered into as of the latter of the two dates
<br /> set forth on the signature blocks below(the"Effective Date"),by and between the CITY OF ARDEN HILLS,MN(the"Client")
<br /> and ULTEIG ENGINEERS,INC.,a North Dakota corporation("Ulteig")(each,a"Party"and,collectively,the"Parties").
<br /> Client desires that Ulteig provide professional services to Client relating to the project(the"Project")described in Exhibit A(the
<br /> "Statement of Work"), which is incorporated by reference herein,and Ulteig desires to provide such services to Client,upon the
<br /> terms and conditions set forth in this Agreement.Now therefore,in consideration of the mutual promises set forth herein,the Parties
<br /> intend to be legally bound and hereby agree as follows:
<br /> 1. ULTEIG'S RESPONSIBILITIES.
<br /> 1.01 Scope.Client hereby engages Ulteig to provide to Client the services(the"Services")set forth on the Statement of Work,
<br /> and Ulteig hereby agrees to provide the Services,upon the terms and conditions set forth in this Agreement and the Statement of
<br /> Work.Ulteig is authorized to begin the Services upon Client's written notice to proceed.
<br /> 1.02 STANDARD OF CARE.Ulteig agrees that Ulteig will perform the Services according to the standard of care and skill
<br /> exercised by reputable members of its profession practicing under similar conditions at the same time and in a similar locale.
<br /> 1.03 RESPONSIBILITY FOR CORRECTIONS.The Services will materially conform to the specifications set forth in the
<br /> Statement of Work.Ulteig shall correct any material technical inaccuracies in the Services without additional compensation,except
<br /> to the extent such inaccuracies are attributable to deficiencies in Client-furnished information or otherwise the fault,in whole or in
<br /> part,of Client. If Ulteig fails to materially conform to the specifications set forth in the Statement of Work,Client must notify
<br /> Ulteig of any claim related thereto within 30 days of the completion of the applicable Services. If Client fails to provide such
<br /> notice within such time period,Client's claim with respect to such breach shall be deemed irrevocably waived
<br /> 2. CLIENT'S RESPONSIBILITIES
<br /> 2.01 DUTY TO COOPERATE.Client acknowledges Ulteig's legal and ethical obligations with respect to public health and
<br /> safety and will use Client's best efforts to help Ulteig comply with these obligations.Moreover,Client shall not require Ulteig to
<br /> sign, and Ulteig shall have no obligation to sign, any document that would obligate Ulteig to certify, guarantee or warrant the
<br /> existence of conditions the existence of which Ulteig may not be able to,cannot or is not required to ascertain.Client agrees not to
<br /> resolve or attempt to resolve any dispute with Ulteig or to make payment of any amount to Ulteig in any way contingent upon any
<br /> such certification.
<br /> 2.02 DUTY TO PROVIDE ACCURATE,COMPLETE,TIMELY INFORMATION AND ACCESS. Client agrees to
<br /> provide Ulteig with any and all documents, including but not limited to, structural documents, geotechnical reports and other
<br /> technical information regarding the Services,Additional Services(as defined in the Statement of Work),and/or the location where
<br /> any Services are to be performed(the"Site"),if any,which are available to Client.Client shall be responsible for,and Ulteig may
<br /> rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, documents and other
<br /> information furnished by Client to Ulteig. Ulteig may use such requirements, reports, data, documents and information in
<br /> performing or furnishing the Services. Client shall make decisions and carry out its responsibilities under this Agreement in a
<br /> timely manner so as not to delay Ulteig's Services. Client shall respond promptly to any Ulteig request to provide direction,
<br /> information,approvals,authorizations or decisions that are reasonably necessary for Ulteig to perform the Services. Client agrees
<br /> to cooperate with Ulteig in all matters relating to the Services
<br /> 3. SCHEDULE
<br /> 3.01 TIME.Ulteig will perform the Services according to the schedule(the"Schedule")set forth on the Statement of Work.
<br /> The Parties have agreed to the Schedule, and the compensation for performing the Services according to the Schedule, in
<br /> anticipation of the orderly and continuous progress of the Project through completion.Ulteig shall use reasonable efforts to comply
<br /> with such periods of time or meet any specific dates,but any such time periods or specific dates shall be estimates only._. In the
<br /> event that Ulteig will be unable to complete the Services according to the Schedule,in whole or in part,due to Client's acts or
<br /> omissions,the Schedule and/or the compensation for the Services will be modified accordingly.
<br /> 3.02 SUSPENSION. If Client fails to give prompt written authorization to proceed with any phase of Services after
<br /> completion of the immediately preceding phase,or if the Services are delayed,in whole or in part,due to Client's acts or omissions,
<br /> Ulteig may,after giving seven(7)days'written notice to Client,suspend Services under this Agreement.
<br /> Ulteig Professional Services Agreement Confidential
<br /> Version: 12/15 Page 2 of 11
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