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Professional Services Agreement
<br /> City of Arden Hills—20.00419
<br /> 9.09 NOTICES.Any notice required under this Agreement shall be made in writing,addressed to the appropriate Party at its
<br /> address on the signature page and given personally,or by registered or certified mail postage prepaid,or by a commercial courier
<br /> service.All notices shall be effective upon the date of receipt.
<br /> 9.10 SEVERABILITY. Any provision or part of this Agreement held to be void or unenforceable under any laws or
<br /> regulations shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon the Parties,who
<br /> agree that this Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision
<br /> that comes as close as possible to expressing the intention of the stricken provision. However, if such court finds any of the
<br /> provisions regarding the ownership and use of any deliverables,if any,and/or confidentiality,warranties and representations,or
<br /> indemnification terms of this Agreement to be unenforceable,then Ulteig may elect to terminate this Agreement immediately for
<br /> convenience.
<br /> 9.11 SUCCESSORS AND ASSIGNS. Each Party, together with their respective partners, successors, executors,
<br /> administrators and legal representatives, are hereby bound to the other Party and to such other Party's partners, successors,
<br /> executors,administrators and legal representatives(and said assigns),in respect of all covenants, agreements and obligations of
<br /> this Agreement.
<br /> 9.12 SURVIVAL.All express representations, indemnifications,or limitations of liability included in this Agreement will
<br /> survive their completion or termination for any reason.
<br /> 9.13 THIRD PARTY OBLIGATIONS.Nothing contained herein shall create any obligation or contractual relationship with
<br /> any third party or any third party beneficiary relationship.
<br /> 9.14 WAIVER.Non-enforcement of any provision by either Party shall not constitute a waiver of that provision,nor shall it
<br /> affect the enforceability of that provision or of the remainder of this Agreement.
<br /> 9.15 ATTORNEYS'FEES.If any legal action or proceeding is brought by Ulteig to enforce this Agreement,Ulteig shall be
<br /> entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding(including,without limitation,
<br /> expert witness fees),in addition to any other relief to which Ulteig may be entitled.
<br /> 9.16 COUNTERPARTS. This Agreement may be executed and delivered by original signature,facsimile, or other image
<br /> capturing technology,and in one or more counterparts,each of which will be deemed to be an original copy of this Agreement and
<br /> all of which,when taken together,will constitute one and the same agreement.
<br /> 9.17 RELATIONSHIP OF THE PARTIES. The relationship between the Parties is that of independent contractors.Nothing
<br /> contained in this Agreement shall be construed as creating any agency,partnership,joint venture or other form of joint enterprise,
<br /> employment or fiduciary relationship between the Parties,and neither party shall have authority to contract for or bind the other
<br /> Party in any manner whatsoever.
<br /> 9.18 CERTIFICATION REGARDING LOBBYING.Ulteig certifies,to the best of its knowledge and belief that:
<br /> (1) No federal appropriated funds have been paid or will be paid,by or on behalf of Ulteig,to any person for influencing or
<br /> attempting to influence an officer or employee of any agency,a member of Congress,an officer or employee of Congress,
<br /> or an employee of a member of Congress in connection with the awarding of any federal contract,the making of any
<br /> federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension,
<br /> continuation,renewal,amendment,or modification of any federal contract,grant,loan,or cooperative agreement.
<br /> (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or
<br /> attempting to influence an officer or employee of any agency,a member of Congress,an officer or employee of Congress,
<br /> or an employee of a member of Congress in connection with this federal contract,grant,loan,or cooperative agreement,
<br /> Ulteig shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying in accordance with its
<br /> instructions.
<br /> (3) Ulteig shall require that the language of this certification be included in the award documents for all sub-awards at all
<br /> tiers(including subcontracts,sub-grants,and contracts under grants,loans and cooperative agreements)and that all sub-
<br /> recipients shall certify and disclose accordingly.
<br /> This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered
<br /> into.Agreement to the terms of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C.
<br /> 1352.Any person who fails to comply with the terms of this required certification shall be subject to a civil penalty of not less than
<br /> $10,000 and not more than$100,000 for each such failure.
<br /> Ulteig Professional Services Agreement Confidential
<br /> Version: 12/15 Page 6 of 11
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