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4.8.2 Unless the City and the Consultant mutually agree otherwise, all claims, disputes, and other <br />matters in question arising out of or relating to this Agreement which are not resolved by <br />mediation and where the amount in controversy is less than $1,000,000, shall be decided by <br />binding arbitration in accordance with the then -most current Construction Industry Rules of the <br />American Arbitration Association. The arbitrators will not have jurisdiction, power or authority <br />to consider any claim or dispute: (a) where the amount in controversy is more than $1,000,000 <br />(exclusive of interest and costs); (b) when the demand for arbitration is made after the date <br />when a court action would be barred by any applicable statute or period of repose or <br />limitations; or (c) when the claim or dispute is a claim for contribution or indemnity arising out <br />of a claim by a third party who does not consent to joinder in arbitration. <br />4.8.3 In the event of litigation or arbitration arising from or related to the services provided under <br />this Agreement, the prevailing party is entitled to recovery of all reasonable costs incurred, <br />including staff time, court costs, attorney's fees and other related expenses. <br />4.8.4 If the Consultant or the City intends to assert a claim against the other as a result of a dispute <br />with a third party, the claiming party shall notify the other party as soon as possible and, in any <br />event, prior to resolving the dispute with the third party. <br />4.9 Hazardous Materials <br />Ownership of and legal responsibility and liability for hazardous or waste material not supplied by <br />Consultant shall not become the property of, nor responsibility of the Consultant by virtue of its <br />services rendered to the City. <br />4.10 Governing Law <br />This Agreement shall be governed by the laws of the State of Minnesota and any dispute or dispute <br />resolution process shall be venued in Ramsey County, Minnesota. <br />4.11 Integration <br />This is an integrated Agreement and it supersedes all prior negotiations or agreements between the <br />parties. It shall be modified only by a written document signed by the party sought to be bound. <br />The provisions of this Agreement are severable, and if any provision is found to be unenforceable, <br />the remaining provisions continue to be valid, and the unenforceable provision shall be reformed <br />with a valid provision that comes as near as possible to expressing the intention of the <br />unenforceable provision. <br />4.12 Assionment and Waiver <br />Except for the Engineer's use of necessary consultants, the Consultant and the City shall not assign <br />or delegate their respective obligations under this Agreement without the written consent of the <br />other party. The waiver of any term or condition or breach thereof by either party shall not <br />constitute a waiver of any other term or condition or breach thereof. <br />4.13 Engineer's Services <br />In performing professional technical services, the Consultant is not engaged in rendering Jegal, <br />insurance, or accounting services or advice. The City agrees that documents prepared by the <br />Engineer, including reports, bidding materials, and form contracts will be reviewed by the <br />appropriate representative of the City, such as the City's attorney, insurance counselor or other <br />Engineers, to the extent that the City deems necessary to protect its interests. <br />4.14 Government Agencies <br />The Consultant shall not be liable for damages resulting from the actions or inactions of <br />government agencies, including without limitation permit processing, environmental impact reports, <br />dedications, zoning matters, annexations or consolidations, use or conditional use permits, and <br />building permits. <br />Centerville City Engineer Master Agreement 5 <br />27 <br />