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Professional Services Agreement
<br /> M�� City of Arden Hills—20.00419
<br /> claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any such unverified reuse or
<br /> modification of any Document. Any verification or adaptation of any Document for extensions of the Project or for any other
<br /> project will entitle Ulteig to further compensation at rates to be mutually agreed upon by Client and Ulteig.
<br /> 6.02 DRAFTS.Client agrees not to use or permit any third party to use plans,Documents,drawings,or other work product
<br /> prepared by Ulteig,which plans,drawings or other work product are signed and stamped or sealed by Ulteig as final documents.
<br /> Client agrees it shall be liable and responsible for any use of non-final plans,Documents, drawings or other work product not
<br /> signed and stamped or sealed by Ulteig. Client waives liability against Ulteig for any such use and agrees to indemnify and hold
<br /> harmless the Ulteig Parties from all claims, damages,losses,and expenses, including attorneys' fees,arising out of or resulting
<br /> from such use of non-final plans,Documents,drawings or other work-product not signed and stamped or sealed by Ulteig.
<br /> 6.03 ELECTRONIC MEDIA.Copies of data furnished by Client to Ulteig or by Ulteig to Client that may be relied upon are
<br /> limited to the printed copies(also known as hard copies)of such data.Files in electronic media format of text,data,graphics,or of
<br /> other types are furnished only for the convenience of the receiving party.Any conclusion or information obtained or derived from
<br /> such electronic files will be at the user's sole risk.When transferring Documents in electronic media format,no representations are
<br /> made by either party as to long term compatibility, usability, or readability of Documents resulting from the use of software
<br /> application packages,operating systems,or computer hardware differing from those agreed to by the Parties at the beginning of
<br /> this Project.Ulteig shall not be responsible to maintain Documents stored in electronic media format after acceptance by Client.
<br /> 7. INSURANCE AND RELATED ISSUES
<br /> 7.01 INSURANCE.Ulteig will purchase and maintain such insurance as is reasonable and necessary for the Services being
<br /> performed.The insurance required by this Section 7 shall include the specific coverage and be written for not less than the limits
<br /> of liability and coverage as hereinafter provided,or as required by law,whichever is greater.
<br /> Workers Compensation: Statutory Limits in state where Project is located.
<br /> Commercial Gen.Liability: $2,000,000 per occurrence
<br /> $2,000,000 general aggregate
<br /> Prof.Errors and Omissions: $1,000,000 per claim
<br /> $1,000,000 general aggregate
<br /> 7.02 CERTIFICATES OF INSURANCE. Upon Client's request, Ulteig shall deliver to Client certificates of insurance
<br /> evidencing the coverage indicated in Paragraph 7.01.
<br /> 7.03 NEGLIGENCE. Other than any cost, loss,or damages that is proven to have been caused by the sole negligence of
<br /> Ulteig,Ulteig shall not be liable to Client or anyone claiming by,through,or under Client for any cost,loss,or damages caused,in
<br /> whole or in part,by the negligence of any entity or individual under the Agreement or in any way relating to the Services.
<br /> 7.04 COOPERATION REGARDING COVERED CHANGES.Client shall promptly notify Ulteig if Client believes that
<br /> certain minor changes may be required to be made as a result of,in whole or part,any ambiguities,inconsistencies,incompleteness,
<br /> and/or slight or minor inaccuracies in the drawings,specifications,and other design documentation that Ulteig furnished or other
<br /> Services that Ulteig performed or furnished under this Agreement(any "Covered Changes"). The Parties agree to cooperate in
<br /> good faith to determine whether Ulteig shall perform or furnish any such Covered Changes.Client shall not make a claim directly
<br /> or indirectly against Ulteig with respect to the costs of any Covered Changes,unless Client has promptly informed Ulteig of any
<br /> such Covered Changes and has attempted in good faith to reach an agreement with Ulteig regarding same.Nothing in this provision
<br /> changes the professional liability standard for determining if Ulteig is liable for the cost of such Covered Changes.
<br /> 7.05 MUTUAL EXCLUSION OF SPECIAL,INCIDENTAL,INDIRECT AND CONSEQUENTIAL DAMAGES.To
<br /> the fullest extent permitted by law, and notwithstanding any other provision in this Agreement, the Parties and their officers,
<br /> directors,employees,agents,and Consultants shall not be liable to one another or any third party for any loss of use,revenue or
<br /> profit,or for any special,incidental,indirect,consequential,exemplary or punitive damages whatsoever arising out of or resulting
<br /> from the Project,the Services or the Agreement from any cause or causes,including but not limited to any such damages caused
<br /> by the negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or implied, or
<br /> otherwise,regardless of whether such damage was foreseeable and whether or not such Party has been advised of the possibility of
<br /> such damages,and notwithstanding the failure of any remedy of its essential purpose.
<br /> 8. SITE CONDITIONS
<br /> 8.01 REPRESENTATION OF CLIENT. Client represents and warrants to Ulteig that, to the best of its knowledge, a
<br /> Hazardous Environmental Condition does not exist at or near the Site.A"Hazardous Environmental Condition"hereunder shall
<br /> Ulteig Professional Services Agreement Confidential
<br /> Version: 12/15 Page 4 of 11
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