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CASS COUNTY GOV 7012982395 12/15 '03 12:26 N0.812 04/08
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<br />supplemental agreement in writing between the County and the engineer. The supplemental agreement
<br />shall set forth the masons for a need to change the agreement and the adjustment to the fee to be paid
<br />by the County to the engineer, if any.
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<br />vii.
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<br />The engineer warrants that he has not employed or retained any company or person, other than a bona
<br />fide employee working solely for the engineer, to solicit or secure this agreement, and that he has not
<br />paid or agreed to pay any company or person, other than bona fide employees working solely for the
<br />engineer, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent
<br />upon or resulting from the award or making of this agreement. For breach or violation of this warranty,
<br />the County shall have the right to annul this agreement without liability, or to deduct from the agreement
<br />price or consideration or otherwise recover the full amount of such fee, commission, percentage,
<br />brokerage fee, gift, or contingent fee,
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<br />Viii.
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<br />This agreement may be terminated by the County at any time upon written notice to the engineer. In the
<br />event such termination should take place before completion of the work to be performed hereunder~ the
<br />County shall pay the engineer for the services rendered under the terms of the agreement and the
<br />prorated share of the profit as the sost of engineering work e~-~'omplished bears to the estimated total
<br />required. Such termination shall not effect any legal right of the County against the engineer for any
<br />breach of this agreement.
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<br />IX.
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<br />If through any cause, either party shall fail to fulfill in timely and proper manner his obligations under this
<br />contract, or if either party shall violate any of the covenants, agreements, or stipulations of this contract,
<br />the other party shall thereupon have the right to terminate this contract by giving written notice of
<br />such termination which shall be effective upon receipt of the written notice. In that event, all finished or
<br />unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other
<br />material prepared by the Engineer under this contract shaII, at the option of the County, become property
<br />of the County and State/Federal grantor agencies, the Engineer shall be entitled to recoive just and
<br />equitable compensation for any satisfactory work completed on such documents and other materials.
<br />Notwithstanding the above, the Engineer shall not be relieved of liability to the County and State/Federal
<br />grantor agencies for any damages sustained by the County and State/Federal agencies by virtue of any
<br />breach of the contract by the Engineer, and the County may withhold any payments to the Engineer for
<br />the purpose of setoff until such time as the exact amount of damagea due the County from the Engineer
<br />is determined.
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<br />The engineer shall indemnify, save, and hold harmless the County, NDOT, FHWA end employees
<br />thereof, from any and al~ claims, demands, actions or causes of action arising out of the negligent acts,
<br />errors, or omission of the engineer, his/her employees, or agent in the performance of the agreement, or
<br />matters incidental thereto.
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<br />Any and all persons employed directly or indirectly by the engineer who are engaged in the performance
<br />of any work or services required by the engineer under this agreement shall be considered employees of
<br />the engineer only and not of the County, FHWA and NDDOT.
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<br />The engineer shall comply with federal, state and local laws together with all ordinances and regulations
<br />applicable to the work. He/she shall procure all licenses, permits, and other rights necessary for the
<br />fulfillment of his/her obligations under this agreement.
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<br />XI.
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