AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE
OF MINNESOTA, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
14.2
SEVERABILITY.
IF ANY PROVISION OR ANY PART OF A
PROVISION OF THE AGREEMENT SHALL BE FINALLY DETERMINED TO BE SUPERSEDED,
INVALID, ILLEGAL, OR OTHERWISE UNENFORCEABLE PURSUANT TO ANY APPLICABLE LEGAL
REQUIREMENTS, SUCH DETERMINATION SHALL NOT IMPAIR OR OTHERWISE AFFECT THE
VALIDITY, LEGALITY, OR ENFORCEABILITY OF THE REMAINING PROVISION OR PARTS OF THE
PROVISION OF THE AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT AS IF
THE UNENFORCEABLE PROVISION OR PART WERE DELETED.
14.3
NO WAIVER.
THE FAILURE OF EITHER ENGINEER OR CLIENT
TO INSIST, IN ANY ONE OR MORE INSTANCES, ON THE PERFORMANCE OF ANY OF THE
OBLIGATIONS REQUIRED BY THE OTHER UNDER THIS AGREEMENT SHALL NOT BE CONSTRUED AS
A WAIVER OR RELINQUISHMENT OF SUCH OBLIGATION OR RIGHT WITH RESPECT TO FUTURE
PERFORMANCE.
13
14.4
CAPTIONS AND HEADINGS.
THE TABLE OF CONTENTS AND
THE HEADINGS USED IN THIS AGREEMENT ARE FOR EASE OF REFERENCE ONLY AND SHALL NOT
IN ANY WAY BE CONSTRUED TO LIMIT, DEFINE, EXTEND, DESCRIBE, ALTER, OR OTHERWISE
AFFECT THE SCOPE OR THE MEANING OF ANY PROVISION OF THIS AGREEMENT.
14.5
Engineer's Accounting Records.
Records of
Engineer's personnel time, reimbursable expenses, and accounts between parties
shall be maintained on a generally recognized accounting basis.
14.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL BE DEEMED ONE AND THE SAME AGREEMENT, AND MAY BE EXECUTED AND
DELIVERED BY FACSIMILE SIGNATURE, WHICH SHALL BE CONSIDERED AN ORIGINAL.
14.7
SURVIVAL.
NOTWITHSTANDING ANY PROVISIONS HEREIN TO
THE CONTRARY, THE WORK PRODUCT PROVISIONS SET FORTH IN ARTICLE 8 AND THE
INDEMNITY OBLIGATIONS SET FORTH HEREIN SHALL SURVIVE (IN FULL FORCE) THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT, AND SHALL CONTINUE TO APPLY TO THE
PARTIES TO THIS AGREEMENT EVEN AFTER TERMINATION OF THIS AGREEMENT OR THE
TRANSFER OF SUCH PARTY'S INTEREST IN THIS AGREEMENT.
14.8
NO PRIVITY WITH CLIENT'S CONTRACTORS.
NOTHING IN
THIS AGREEMENT IS INTENDED OR DEEMED TO CREATE ANY LEGAL OR CONTRACTUAL
RELATIONSHIP BETWEEN ENGINEER AND ANY CLIENT CONTRACTOR OR SUBCONTRACTOR
RETAINED TO PERFORM THE PHASE I AND PHASE II SITE WORK REQUIRED OF CLIENT PRIOR
TO THE ISSUANCE OF A NOTICE TO PROCEED PURSUANT TO THE DESIGN-BUILD AGREEMENT.
14.9
AMENDMENTS.
THIS AGREEMENT MAY NOT BE CHANGED,
ALTERED, OR AMENDED IN ANY WAY EXCEPT IN WRITING SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.
14.10
ENTIRE AGREEMENT.
THIS AGREEMENT CONSISTS OF THE TERMS
AND CONDITIONS SET FORTH HEREIN, AS WELL AS THE EXHIBITS HERETO, WHICH ARE
INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF.
THIS AGREEMENT SETS
FORTH THE FULL AND COMPLETE UNDERSTANDING OF THE PARTIES AS OF THE EFFECTIVE
DATE WITH RESPECT TO THE SUBJECT MATTER HEREOF.
14.11
NOTICE.
WHENEVER THE AGREEMENT REQUIRES THAT NOTICE BE
PROVIDED TO A PARTY, NOTICE SHALL BE DELIVERED IN WRITING TO SUCH PARTY AT THE
ADDRESS