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Professional Services Agreement
<br /> Arden Hills Local Stormwater Plan
<br />220290
<br />5/12/2022
<br />Page 11 of 12
<br />
<br />Version2.3 02052021
<br />commensurate with, and has not been calculated with reference to, the potential risk of injury or loss which
<br />may be caused by the exposure of persons or property to such substances or conditions. Therefore, to the
<br />fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold COMPANY, its officers,
<br />directors, employees, and consultants, harmless from and against any and all claims, damages, and
<br />expenses, whether direct, indirect, or consequential, including, but not limited to, attorney fees and Court
<br />costs, arising out of, or resulting from the discharge, escape, release, or saturation of smoke, vapors, soot,
<br />fumes, acid, alkalis, toxic chemicals, liquids gases, or any other materials, irritants, contaminants, or pollutants
<br />in or into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of soil, water, or
<br />watercourses, objects, or any tangible or intangible matter, whether sudden or not.
<br />It is acknowledged by both parties that COMPANY’S Scope of Services does not include any services related
<br />to asbestos or hazardous or toxic materials. In the event COMPANY or any other party encounters asbestos
<br />or hazardous or toxic materials at the job site, or should it become known in any way that such materials may
<br />be present at the job site or any adjacent areas that may affect the performance of COMPANY’S services,
<br />COMPANY may, at its option and without liability for consequential or any other damages, suspend
<br />performance of services on the project until the CLIENT retains appropriate specialist consultant(s) or
<br />contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrants that
<br />the job site is in full compliance with applicable laws and regulations.
<br />Nothing contained within this AGREEMENT shall be construed or interpreted as requiring COMPANY to
<br />assume the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within
<br />the Resource Conservation and Recovery Act, 42 U.S.C.A., §6901 et seq., as amended, or within any State
<br />statute governing the generation, treatment, storage, and disposal of waste.
<br />8.24 Certificate of Merit
<br />The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against
<br />COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an
<br />independent design professional currently practicing in the same discipline as COMPANY and licensed in the
<br />State in which the claim arises. This certification shall: a) contain the name and license number of the
<br />certifier; b) specify each and every act or omission that the certifier contends is a violation of the standard of
<br />care expected of a design professional performing professional services under similar circumstances; and c)
<br />state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a
<br />violation. This certificate shall be provided to COMPANY not less than thirty (30) calendar days prior to the
<br />presentation of any claim or the institution of any judicial proceeding.
<br />8.25 Limitation of Liability
<br />In recognition of the relative risks and benefits of the Project to both the CLIENT and the COMPANY, the risks
<br />have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of
<br />the COMPANY and COMPANY’S officers, directors, partners, employees, shareholders, owners and sub-
<br />consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from
<br />any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, so that the total
<br />aggregate liability of the COMPANY and COMPANY’S officers, directors, partners, employees, shareholders,
<br />owners and sub-consultants shall not exceed $50,000.00, or the COMPANY’S total fee for services rendered
<br />on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of
<br />action however alleged or arising, unless otherwise prohibited by law.
<br />8.37 Municipal Advisor
<br />The COMPANY is not a Municipal Advisor registered with the Security and Exchange Commission (SEC) as
<br />defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act. When the CLIENT is a
<br />municipal entity as defined by said Act, and the CLIENT requires project financing information for the services
<br />performed under this AGREEMENT, the CLIENT will provide the COMPANY with a letter detailing who their
<br />independent registered municipal advisor is and that the CLIENT will rely on the advice of such advisor. A
<br />sample letter can be provided to the CLIENT upon request.
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