2023-08-09 CC Packet - Laserfiche WebLink

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Centerville, MN.50MG Tower No. 1 ROV Evaluation 12.LIMITATION OF LIABILITY. IN NO EVENT SHALL KLM OR THE KLM CLIENT BE LIABLE, ONE TO THE OTHER, FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS OR SERVICES PROVIDED PURSUANTTO THISAGREEMENT. 13.DELAYS. If KLM service or work delays are caused by the KLM Client, by third parties,strikes, natural causes, weather, or other circumstances beyond KLM's control, a reasonable time extension for performance of KLM services and work shall be granted, and KLM shall be entitled to and the KLM Client agrees to pay KLM an equitable feeadjustment. 14.TERMINATION. After seven (7) days written notice, either party may elect to terminate this Agreement. Notwithstanding the foregoing, the KLM Client agrees to pay for all KLM services provided and work performed through the date of termination. Notwithstanding the foregoing,the following sections shall survive the termination of this Agreement: Sections 5, 7, 10, 11, 12, 15, 16, 21 and24. 15.SEVERABILITY. Any provisions of this Agreement later held to violate a law or regulationshall be deemed void, and all remaining provisions of the Agreement shall continue in full force and effect. 16.KLM'S DOCUMENTS. All reports, specifications, drawings and other documents furnished by KLM are part of KLM's services and work for the KLM Client and the same are for use only forthe project (KLM Documents). KLM retains all ownership of said documents regardless of whether the project is completed. The KLM Client may retain copies of the KLM Documents for reference purposes. KLM does not represent or warrant that the KLM Documents are suitable for reuse on any extension of the project or on other projects. The KLM Client shall not use the KLM Documents without KLM's written consent 17.ASSIGNMENT. KLM may not assign this Agreement to any other person unless writtenconsent is obtained from the KLMClient. 18.AMENDMENTS. Any modification or amendment of to this Agreement shall require awritten agreement signed by bothParties. 19.NONDISCRIMINIATION. In the hiring of employees to perform work under this Agreement,KLM shall not discriminate against any person by reason of any characteristic or classification protected by state or federallaw. 20.GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance withthe laws of the State of Minnesota without regard to or application of conflicts of law rules or principles. All proceedings related to this Agreement shall be venued in Washington County,Minnesota. 21.AUDIT. Pursuant to Minnesota Statutes, § 16C.05, Subdivision 5, KLM agrees that the KLM Client, the State Auditor, or any of their duly authorized representatives at any time duringnormal business hours and as often as they may reasonably deem necessary (but under all circumstances not more often than once per calendar year), shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, or records which are pertinent to the accounting practices and procedures of KLM, and involve transactions relating to this Agreement. Copyright 2023by KLM Engineering, Inc.Page 7of 8