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7. Access c. If there is a discrepancy between the electronic files and
<br /> OWNER shall arrange for safe access to and make all the hard copies,the hard copies govern.
<br /> provisions for ENGINEER and ENGINEER's Consultants to
<br /> enter upon public and private property as required for d. Because data stored in electronic media foment can
<br /> ENGINEER to perform services under this Agreement. deteriorate or be modified inadvertently or otherwise without
<br /> authorization of the data's creator, the party receiving
<br /> 8. Hazardous Environmental Conditions electronic files agrees that it will perform acceptance tests or
<br /> It is acknowledged by both parties that ENGINEER's scope procedures within 60 days, after which the receiving party
<br /> of services does not include any services related to a shall be deemed to have accepted the data thus transferred.
<br /> "Hazardous Environmental Condition,"i.e.the presence at the Any errors detected within the 60-day acceptance period will
<br /> site of asbestos, PCBs, petroleum, hazardous waste, or be corrected by the party delivering the electronic files.
<br /> radioactive materials in such quantities or circumstances that ENGINEER shall not be responsible to maintain documents
<br /> may present a substantial danger to persons or property stored in electronic media format after acceptance by
<br /> exposed thereto in connection with the Assignment. In the OWNER.
<br /> event ENGINEER or any other party encounters a Hazardous
<br /> Environmental Condition,ENGINEER may,at its option and 12. Force Majeure
<br /> without liability for consequential or any other damages, ENGINEER shall not be liable for any loss or damage due to
<br /> suspend performance of services on the portion of the failure or delay in rendering any service called for under this
<br /> Assignment affected thereby until OWNER: (i) retains Agreement resulting from any cause beyond ENGINEER's
<br /> appropriate specialist consultant(s)or contractor(s)to identify reasonable control.
<br /> and, as appropriate, abate, remediate, or remove the
<br /> Hazardous Environmental Condition; and a warrants that 13. Assignment
<br /> ( ) Neither party shall assign its rights, interests or obligations
<br /> the site is in full compliance with applicable laws and
<br /> regulations. OWNER acknowledges that ENGINEER is under this Agreement without the express written consent of
<br /> performing professional services for OWNER and that the other party.
<br /> ENGINEER is not and shall not be required to become an 14. Binding Effect
<br /> arranger," "operator," "generator," or "transporter' of This Agreement shall bind,and the benefits thereof shall inure
<br /> hazardous substances, as defined in the Comprehensive to the respective parties hereto, their legal representatives,
<br /> Environmental Response,Compensation,and Liability Act of executors,administrators,successors,and assigns.
<br /> 1990(CERCLA),which are or may be encountered at or near
<br /> the site in connection with ENGINEER's activities under this 15. Severability and Waiver of Provisions
<br /> Agreement. Any provision or part of the Agreement held to be void or
<br /> unenforceable under any laws or regulations shall be deemed
<br /> 9. Patents stricken, and all remaining provisions shall continue to be
<br /> ENGINEER shall not conduct patent searches in connection valid and binding upon OWNER and ENGINEER,who agree
<br /> with its services under this Agreement and assumes no that the Agreement shall be reformed to replace such stricken
<br /> responsibility for any patent or copyright infringement arising provision or part thereof with a valid and enforceable
<br /> therefrom. Nothing in this Agreement shall be construed as a provision that comes as close as possible to expressing the
<br /> warranty or representation that anything made,used,or sold intention of the stricken provision. Non-enforcement of any
<br /> arising out of the services performed under this Agreement provision by either party shall not constitute a waiver of that
<br /> will be free from infringement of patents or copyrights. provision, nor shall it affect the enforceability of that
<br /> 10. Ownership and Reuse of Documents provision or of the remainder of this Agreement.
<br /> All documents prepared or furnished by ENGINEER pursuant 16. Survival
<br /> to this Agreement are instruments of service,and ENGINEER All express representations,indemnifications,or limitations of
<br /> shall retain an ownership and property interest therein. Reuse liability included in this Agreement will survive its
<br /> of any such documents by OWNER shall be at OWNER's completion or termination for any reason.
<br /> sole risk; and OWNER agrees to indemnify, and hold
<br /> ENGINEER harmless from all claims,damages,and expenses 17. Headings
<br /> including attorney's fees arising out of such reuse of The headings used in this Agreement are for general reference
<br /> documents by OWNER or by others acting through OWNER. only and do not have special significance.
<br /> 11. Use of Electronic Media 18. Controlling Law
<br /> a. Copies of Documents that may be relied upon by This Agreement is to be governed by the law of the State of
<br /> OWNER are limited to the printed copies(also known North Dakota.
<br /> as hard copies) that are signed or sealed by the
<br /> ENGINEER. Files in electronic media format of text, 19. Notices
<br /> data, graphics, or of other types that are famished by Any notice required under this Agreement will be in writing,
<br /> ENGINEER to OWNER are only for convenience of addressed to the appropriate party at its address on the
<br /> OWNER. Any conclusion or information obtained or signature page and given personally, or by registered or
<br /> derived from such electronic files will be at the user's certified mail postage prepaid, or by a commercial courier
<br /> sole risk. service. All notices shall be effective upon the date of receipt.
<br /> b. When transferring documents in electronic media format,
<br /> ENGINEER makes no representations as to long-term
<br /> compatibility,usability,or readability of documents resulting
<br /> from the use of software application packages, operating
<br /> systems,or computer hardware differing from those used by
<br /> ENGINEER at the beginning of this Assignment.
<br /> Page 2 of 2 Pages
<br /> (Exhibit B-Standard Terms and Conditions)
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