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8.02 Total Agreement <br />A. This Agreement (which includes the exhibits listed above) constitutes the entire contractual <br />agreement between Client and Engineer and supersedes all prior written or oral <br />understandings. This Agreement may only be amended, supplemented, modified, or <br />canceled by a written instrument duly executed by both parties. Amendments should be <br />based whenever possible on the format of Exhibit C to this Agreement. <br />8.03 Designated Representatives <br />A. With the execution of this Agreement, Engineer and Client shall each designate a specific <br />individual to act as representative under this Agreement. Such an individual must have <br />authority to transmit instructions, receive information, and render decisions with respect to <br />this Agreement on behalf of the party that the individual represents. <br />8.04 Engineer's Certifications <br />A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in <br />competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: <br />1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value <br />likely to influence the action of a public official in the selection process or in the <br />Agreement execution.- <br />2. <br />xecution; <br />2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to <br />influence the selection process or the execution of the Agreement to the detriment of <br />Client, or (b) to deprive Client of the benefits of free and open competition; <br />3. "coercive practice" means harming or threatening to harm, directly or indirectly, <br />persons or their property to influence their participation in the selection process or <br />affect the execution of the Agreement. <br />8.05 Conflict of Interest <br />A. Nothing in this Agreement will be construed to create or impose any duty on the part of <br />Engineer that would be in conflict with Engineer's paramount obligations to the public <br />health, safety, and welfare under the professional practice requirements governing Engineer, <br />its Subconsultants, and all licensed professionals employed by Engineer or its <br />Subconsultants. <br />B. If during the term of this Agreement a potential or actual conflict of interest arises or is <br />identified: <br />1. Engineer and Client together will make reasonable, good faith efforts to avoid or <br />eliminate the conflict of interest; to mitigate any adverse consequences of the conflict <br />of interest; and, if necessary and feasible, to modify this Agreement to address the <br />conflict of interest and its consequences, such that progress under the Agreement may <br />continue. <br />2. Such efforts will be governed by applicable Laws and Regulations and by any pertinent <br />Client's policies, procedures, and requirements (including any conflict-of-interest <br />resolution methodologies) provided to Engineer under Paragraph 2.04.A of this <br />Agreement. <br />EICDV E-500, Agreement between Client and Engineer for Professional Services. <br />Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies, <br />and American Society of Civil Engineers. All rights reserved. <br />Page 20 of 21 <br />