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Professional Services Agreement
<br /> Risk and Resilience Assessment
<br />Page 8 of 12
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<br />Version2.1 02212019
<br />performed during such phase shall be based on COMPANY's reasonable estimate of the portion of such phase
<br />completed prior to said termination, plus a reasonable amount to reimburse COMPANY for termination costs.
<br />8.8 Waiver
<br />COMPANY's waiver of any term, condition, or covenant or breach of any term, condition, or covenant, shall not
<br />constitute a waiver of any other term, condition, or covenant, or the breach thereof.
<br />8.9 Severability
<br />If any provision of this Agreement is declared invalid, illegal, or incapable of being enforced by any Court of
<br />competent jurisdiction, all of the remaining provisions of this Agreement shall nevertheless continue in full force
<br />and effect, and no provision shall be deemed dependent upon any other provision unless so expressed herein.
<br />8.10 Successors and Assigns
<br />All of the terms, conditions, and provisions hereof shall inure to the benefit of and are binding upon the parties
<br />hereto, and their respective successors and assigns, provided, however, that no assignment of this Agreement
<br />shall be made without written consent of the parties to this Agreement.
<br />8.11 Third-Party Beneficiaries
<br />Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of
<br />a third party against either the CLIENT or the COMPANY. The COMPANY’s services under this Agreement are
<br />being performed solely for the CLIENT’s benefit, and no other party or entity shall have any claim against the
<br />COMPANY because of this Agreement or the performance or nonperformance of services hereunder. The
<br />CLIENT and COMPANY agree to require a similar provision in all contracts with contractors, subcontractors,
<br />sub-consultants, vendors and other entities involved in this project to carry out the intent of this provision.
<br />8.12 Governing Law and Jurisdiction
<br />The CLIENT and the COMPANY agree that this Agreement and any legal actions concerning its validity,
<br />interpretation and performance shall be governed by the laws of the S tate of Minnesota without regard to any
<br />conflict of law provisions, which may apply the laws of other jurisdictions.
<br />It is further agreed that any legal action between the CLIENT and the COMPANY arising out of this Agreement
<br />or the performance of the services shall be brought in a court of competent jurisdiction in the State of Minnesota.
<br />8.13 Dispute Resolution
<br />Mediation. In an effort to resolve any conflicts that arise during the design or construction of the project or
<br />following the completion of the project, the CLIENT and COMPANY agree that all disputes between them arising
<br />out of or relating to this Agreement shall be su bmitted to non-binding mediation unless the parties mutually
<br />agree otherwise. The CLIENT and COMPANY further agree to include a similar mediation provision in all
<br />agreements with independent contractors and consultants retained for the project and to requi re all independent
<br />contractors and consultants also to include a similar mediation provision in all agreements with subcontractors,
<br />sub-consultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for
<br />dispute resolution between the parties to those agreements.
<br />8.14 Attorney’s Fees
<br />If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such
<br />litigation shall award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto.
<br />In awarding attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of
<br />justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith.
<br />8.15 Ownership of Instruments of Service
<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
<br />remain the property of COMPANY. COMPANY shall retain these records for a period of five (5) years following
<br />completion/submission of the records, during which period they will be made available to the CLIENT at all
<br />reasonable times.
<br />8.16 Reuse of Documents
<br />All project documents including, but not limited to, plans and specifications furnished by COMPANY under this
<br />project are intended for use on this project only. Any reuse, without specific written verification or adoption by
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