|
TERMS AND CONDITIONS
<br />1.0 CONSULTANTS SERVICES. Consultant shall perform the services identified in this Proposal and noothers unless ofhervdse agreed and unless Consultant
<br />is paid additional cdmpensation in accordance with this Proposal.
<br />1.1 STANDARD OF CARE. Consultants services shall be performed based on the standard of reasonable professional care for services similar in scope,
<br />schedule, and complexity to the services being provided by the Consultant ALL WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS PROPOSAL OR
<br />OTHERWISE, IN CONNECTION WITH THE CONSULTANTS SERVICESARE EXPRESSLY DISCLAIMED.
<br />12 SCHEDULE. Time limits established by the schedule identified in the Proposal shall not, except for reasonable cause, be exceeded by Consultant or Client
<br />Consultants compensation shall be equitably adjusted in the event of delays caused by Client, Client's other consultants, or Clients agents. Fees quoted in the
<br />Proposal shall be adjusted'rfservices do not commence within 9D days after the date of the Proposal.
<br />1.3 LIMRATIONS UPON AND EXCLUSIONS FROM RESPONSIBILITY DURING CONSTRUCTION: Whether or not the Consultant provides serrices during
<br />consWdion: (1) The Consultant shall not have control over or charge of acts or omissions of the Contractor, Subcentractors, or their agents or employees, or of
<br />any other persons performing portions of the Work. (2) The Consultant shall not have control over, or charge of, and shall not be responsible for. censWction
<br />means, methods, techniques, sequences or procedures, or for safety precaufiorx and programs in connection wlth the Work, including compliance with State or
<br />Federal OSHA requirements. (3) To the fullest extent permitted bylaw, Client shall defend, indemnify, and held the Consultant harmless from all loss, damage,
<br />liability, cost or expense (including but not limited to reasonable attorneys' fees) arising out of or relating to the failure of the Work to conform to the Drawings and
<br />Specfications. _
<br />20 ADDRIONAL SERVICES. In addition to any other Additional Services listed in the Proposal, the following serrices are not included in Basic Services and
<br />Client shall compensate Consultant for such services, in addition to compensation for Basic Services: (1) Making revisions in Drawings and Specifications or other
<br />doamentsor services (including restakirg) when such revisions are (a) inconsistent wlth approvals, in(orma0on or insWctions previousty given, (b) the result of
<br />adjustrnents in Client's requirements, (c) required by enactment, interyretation or revision of codes, laws or regulations subsequent to preparation of such
<br />doaments; (d) required by the failure of Client or Client's consultants to render decisions or to provide necessary information in a timely manner, (e) imposed by
<br />munidpal or other authorities as a condition for approval of a project, unless the Dravdngs, Spedficetions or other documents dearly were not in compliance with
<br />applicable law when submitted for approval, or (f) due to or causes not solety within control of Consultantt (2) Providing any ConsWCtion Administration Phase
<br />services unless othervrise specfied in the Proposal; (3) Providing any services excluded from the Scope of Services identified in the Proposal: (4) Providing any
<br />other services not othervdse expressy included in this Proposal.
<br />3.0 CLIEM'S REPRESENTATIONS AND RESPONSIBILRIES. Client ffi its expense shall promptly provide full information and requirements for the Project,
<br />including but not limited to all information in Clients possession or otherxise available to Client Client's consultants, or Clients dents relating lo: the design,
<br />censWction, and actual or intended use of the Project; asgruilt information regarding existing sWctures and improvements; existing surveys describing physical
<br />characteristics, legal Iimita0ons and utility locations for the site of Project; existing soils information and professional recommendations of soils (geotechniceQ
<br />engineers; mechanical, electrical, plumbing, sWctural, and (unless otherwise stated in the Proposal architecWral design fa the Project; and all other information
<br />reasonably requested by Consultant Consultant shall be entitled to rely upon the accuracy and completeness of all information famished by Client Client shall
<br />provide information, mnder decisions, and make approvals promptly. Client shall retain a qualfied Contractor to censWct the Project The person signing this
<br />agreement on behalf of Client represents and wartants that Client either owns fee title to, or has the legal right to direct Consultant to perform services in
<br />connection wNt, the site of the Project and that there is presently nothing to prevent Consultant from filing a lien against the slte of the Project
<br />4.0 OWNERSHIP AND USE OF DOCUMENTS. Consultants Drawings, Specfica0ons, and other documents (including CAD files or other information on
<br />electronic media) as writ as substan0ally similar and/or derivative documents prepared by using or copying Consultant's intellectual property (cellectivety mferred
<br />to as °Documenls'~, are insW menu of Consultant's service for use solety with respect to this Project Consultant is the author of these Documents and retains all
<br />common law, statutory and/ or reserved rights, including copyright The Documents may not be used on other projects, for addition to this Project onion completion
<br />of this Project by others. Submission or distribution of the Documents to meet official regulatory requirements or for similar purposes in connection wlth the Project
<br />is not to be construed as publication in derogafion of the reserved rights of the Consultant, as bng as Client is not in breach of the Contrail Any use or reuse of
<br />Documents will be al the Consultants sole discretion and al the Client's sole risk. The Docemenls are intended to work only on Consultant's computer system.
<br />The Consultant makes no representation as to the compatibility of the Documents with other systems. No person other than Client may use or rety upon any
<br />Documents, except to the event Consultantgives written permission in each instance.
<br />5.0 DISPUTE RESOLUTION, GOVERNING LAW. Any claim, dispute or other matter in question arising out of or relating to this Proposal or breach thereof
<br />("Claim') in which the aggregae amount in controversy exclusve of interest, attorneys' fees and costs, is less than or equal to $100,000 shall be derided by
<br />binding arbitration in Minneapolis in axordance with the ConsWction Industry Rules of the American Arbitration Assodation. Judgment on any award by the
<br />arbitrator(s) shati be enforceable in any court having judsdic0on. Any Claim in which the aggregate amount in controversy, exclusive of interest, attorneys' fees and
<br />cock, is gmater than $100,000 shall be resolved by litgation in the State or Federal Court located wthin Hennepin County, Minnesota. Consultant and Client
<br />expressly consent to the exclusive personal jurisdiction and venue of the Minnesota ceuds for all purposes relating to this Proposal. The parties waive trial by jury.
<br />This Proposal shall be governed by Minnesota law, without regard to conflicts of law prindples.
<br />6.0 TERMINATION. This Proposal may be terminated by either party upon not less than seven days' wMten notice should the other party fail to perform in
<br />accordance wlth i~ terms through no fault of the parry initiating termination. Such termination shall not affedthe parties' accrued rights and liabilities as of the date
<br />of termination. WNtoul IimNng the generality of the toregoirg, paragraphs 1.1,1.3, 4.0, 5.0, 7.0, 8.0, and 10.0 of these Terms and Conditions shall survive any
<br />cencellation, expira0on, orterminafion of this Proposal.
<br />Proposal to the City of Ramsey 10
<br />P70033 - Platling for the Residences at The COR, Ramsey, MN August 31, 2010
<br />
|