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Professional Services Agreement
<br /> City of Arden Hills—20.00419
<br /> mean the existence of any substance, product, waste, or other material of any nature (including, but not limited to asbestos,
<br /> petroleum, radioactive material, and PCBs), which is or becomes listed, regulated, or addressed under. (a)the Comprehensive
<br /> Environmental Response,Compensation,and Liability Act of 1990("CERCLA"),(b)the Hazardous Materials Transportation Act,
<br /> (c)the Resource Conservation and Property Recovery Act,(d)the Toxic Substances Control Act,(e)the Clean Water Act,(f)the
<br /> Clean Air Act,and(g)any other federal,state,or local statute,law,rule,regulation,order,or decree relating to or imposing liability
<br /> or standards concerning any hazardous,toxic,or dangerous waste,substance or material.Client represents and warrants that it has
<br /> disclosed to Ulteig the existence of any and all Hazardous Environmental Conditions at or near the Site,including type,quantity
<br /> and location.
<br /> Client further acknowledges that Ulteig is not and shall not be required to become an "arranger," "operator," "generator," or
<br /> "transporter"of hazardous substances,as defined in the CERCLA which are or may be encountered at or near the Site in connection
<br /> with Ulteig's activities or Services under the Agreement.
<br /> 8.02 ULTEIG'S OBLIGATION TO NOTIFY.If a Hazardous Environmental Condition is encountered or alleged,Ulteig
<br /> shall notify Client and,to the extent required by applicable laws or regulations,appropriate governmental officials.
<br /> 8.03 ULTEIG'S RIGHT TO SUSPEND OR TERMINATE SERVICES. It is acknowledged by both Parties that the
<br /> Services do not include any services related to a Hazardous Environmental Condition. In the event Ulteig or any other party
<br /> encounters a Hazardous Environmental Condition,Ulteig may,at its option and without liability for damages,suspend performance
<br /> of the Services on the portion of the Project affected thereby until Client: (i)identifies and,as appropriate,abates,remediates,or
<br /> removes the Hazardous Environmental Condition; and(ii)warrants that the Site is in full compliance with applicable laws or
<br /> regulations. If Ulteig cannot perform Services because of a Hazardous Environmental Condition, Ulteig may terminate this
<br /> Agreement for cause on thirty (30)days' notice. Ulteig shall have no liability to Client on account of a termination under this
<br /> Paragraph 8.03, and Ulteig will be entitled to invoice Client and Client will pay Ulteig for all Services performed and all
<br /> Reimbursable Expenses incurred through the effective date of termination.
<br /> 9. GENERAL
<br /> 9.01 AMENDMENT.This Agreement may only be amended,supplemented,modified,or canceled by a written instrument
<br /> signed by both Parties.
<br /> 9.02 ASSIGNMENT.Neither Client nor Ulteig may assign, sublet,or transfer any rights under or interest(including,but
<br /> without limitation,monies that are due or may become due)in this Agreement without the written consent of the other,except to
<br /> the extent that any assignment,subletting,or transfer is mandated by law.Unless specifically stated to the contrary in any written
<br /> consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.
<br /> 9.03 CONSULTANTS.Ulteig may employ any Consultants Ulteig deems necessary to assist in the performance or furnishing
<br /> of any Services only with the written approval of the Client.Ulteig shall not be required to employ any Consultant unacceptable to
<br /> Ulteig
<br /> 9.04 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. Ulteig and Client shall comply with all
<br /> applicable laws or regulations.The terms and conditions set forth in this Agreement are based on applicable laws and regulations
<br /> in effect as of the Effective Date. Changes to any applicable laws or regulations after the Effective Date may be the basis for
<br /> modifications to Client's obligations under this Agreement or to any Services,including,but not limited to,times of performance
<br /> and compensation.
<br /> 9.05 CONTROLLING LAW. This Agreement is to be governed by Minnesota law.Any dispute between the Parties that
<br /> cannot be resolved by the Parties shall be venued in a court of competent jurisdiction in Ramsey County,Minnesota.
<br /> 9.06 ENTIRE AGREEMENT.This Agreement together with the exhibits identified herein constitutes the entire agreement
<br /> between Client and Ulteig and supersedes all prior or contemporaneous understandings,agreements,negotiations,representations
<br /> and warranties,and communications,whether written or oral.
<br /> 9.07 DISPUTE RESOLUTION.The Parties agree to submit all disputes between them to mediation prior to exercising their
<br /> rights under the Agreement or under law.
<br /> 9.08 HEADINGS.The headings used in this Agreement are for general reference only and do not have special significance.
<br /> Ulteig Professional Services Agreement Confidential
<br /> Version: 12/15 Page 5 of 11
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