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7.0 MISCELLANEOUS PROVISIONS. (1) Services will be performed based upon limited investigatibns and no desWctive or invasive testing techniques will be
<br />employed, unless otherwise agreed in writing. (2) The Client and Consultant have discussed the risks, rewards, and benefits of the Project and Consultants total
<br />fee for ifs services. The risks have been allocated such that to the fullest extent permitted by law, and for Client to receive the benefit of a fee which includes a
<br />reasonable allowance to risks, CONSULTANTS TOTAL LIABILITY TO CLIENT FOR ANY LOSS, CLAIM OR DAMAGE ARISING OUT OF THE NEGLIGENCE
<br />OR OTHER LEGAL FAULT OF CONSULTANT IN PERFORMING ITS SERVICES SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT STATED IN
<br />THIS PROPOSAL AS COMPENSATION FOR CONSULTANTS BASIC SERVICES, OR (II) THE LIMITS OF ANY INSURANCE ACTUALLY AVAILABLE TO
<br />THE CONSULTANT. Client may eliminate this limitation on liability by notifying Consultant in writing prior to commencement of Consultants services and
<br />tendering, wlth such written notice, cone-lime payment equal to twenty percent (20%) of the amount identified in the Proposal as the Consultants Basic
<br />Compensation. This increased compensation is ndthe purchase of insurance. (3) In no event shall Consultant be liable for dames for kxss d profhs, loss of use,
<br />loss of revenue, or any orspecial, indirect or consequential damages d any kind. (4) This Proposal represents the entire and integrated agreement between Client
<br />and Consultant and supersedes all prior negotiations, representations or agreements, elther vmitten or oral. (5) This Proposal may be amended by written
<br />insWment signed by both Client and Consultant or, in the case of AddNonal Services, by a written.centirmation from Consultant to which Client does not object
<br />within ten (10) working days.
<br />8.0. PAYMENTS TO CONSULTANT. Payments are due upon presentation of Consultants invoices.
<br />&1 NOTICE OF LIEN RIGHTS (MINNESOTA). (A) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO
<br />YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. (B)
<br />UNDER MINNESOTA LAW, YOU HAVE THE~RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY
<br />AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER
<br />COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL
<br />FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE.
<br />9.0 BASIS OF COMPENSATION. Client shall compensate Consultant as set forth in the Proposal. AN ESTIMATED FEE IS NOT A FIRM FIGURE. If the scope
<br />of or schedule for Consultants Services is changed materially, the compensation shall be equitably adjusted. Rates and multiples forAdditional Services and other
<br />services as set fodh in the Proposal shall be adjusted annually in accordance wlth normal salary review prectices of Consultant For Additional Services of
<br />Consultant compensation shall be an howdy rate as defined in the Proposal plus Reimbursable Charges; or, 'rf agreed by Client and Consultant in wrNng, a lump
<br />sum amount For additional services d Consultants consultants, compensation vrill be 1.0 times the amount billed to Consultant far such services, plus
<br />Reimbursable Charges. For Reimbursable Charges, the Consultant shall be compensated fa outvf~odret expenditures incurred in connection with the services
<br />identified in this Proposal, based on 1.O times actual ccels incured. In addition to other expenses, Consultant will bi: reimbursed for any applicable sales, use, or
<br />similar taxes related to services or products provided under this Proposal which may be imposed by any governmental entity.
<br />10.0 DELAYED PAYMENT; PAYMENT DISPUTES.
<br />10.1 CONDITIONS PRECEDENT TO WITHHOLDING PAYMENT. The Client may notwifhhold any payments to the Consultant unless the basis of (including
<br />all particulars) and amount in dispute are identified and presented in writing to the Consultant not Iota fhanthetwenty-fiM (25th) plendar day after presentation of
<br />the disputed invoice. Objections to invoices not made within this time period are tleemed waived. Unless Client proceeds in accordance with this Section 10.1,
<br />Cliems failure to pay any invoice (either on the project which is the subject of this proposal or in connection wi0t any other project forwhich Consultant is providing
<br />services to Client) within thirty (30) calendar days after presentation of Consultants invoice shall constitute just cause for the suspensbn of services on all projects
<br />and the wi0tholding d all deliverables on all projects by the Consultant Client vnll pay all of Consultants costs of collection, including: intemal labor costs at the
<br />Additional Services rate; reasonable attorneys' fees; and litigation and arbitration costs and fees, in the event Client fails to make timely payment to Consuhantin
<br />violation of this contrail External fees, costs, and expenses incurred under this clause will be reimbursed at the rate speclfi~ in the Proposal for eMemal
<br />reimbursable expenses.
<br />10.2 NOTICE OF CLAIMED ERRORS OR OMISSIONS. In consideration d Consultants providing insurance to cover claims made by Client Client hereby
<br />waives any fight of offset as to fees othelwise due to Consultant Client shall provide written notice, including all known partialars, to Consultant of any claimed
<br />errors or omissions in Consultants services not later than 60 calendar days after Client becomes aware, or in the exercise of reasonable dilgence should have
<br />become aware, of the existence of such ertor or omission. Consultant shall be given a reasonable oppodunity,during such 60day period, to investigate and
<br />recommend ways of mNgating any alleged damages. Clients failure to provide such notice, and/or Clients failure to provide Consultant a reasonable opportunity
<br />to investigate and make recommendations, wlthin the time stated shall constitute an irrevocable waiver of any and all claims, counterclaims, defenses, setoffs, or
<br />receupments Client might have in connection with any such alleged ertor or omission. In the event Client asseds a claim in violation d this paragreph, or in the
<br />event that any other error and omission claim asserted by Client is determined to be wlthout substantial merit, Client shall pay all of Consultants: intemal labor
<br />oosls at the Additional Services rate; reasonable attorneys' fees; expenses; and arbitration and IiUgatlon cents incurted in investiga6nq and defending such claim.
<br />6ctemal fees, ccets, and expenses incurted under this dausewill be reimbursed at the rate spedfied in the Proposal for external reimbursable expenses.
<br />10.3 ERRORS OR OMISSIONS OF CLIENT'S CONSULTANTS. If Client has separately retained other design professionals Client agrees io the fullest extent
<br />permitted by law to defend, indemnify, and hold the Consultant harmless from all loss, damage, liability, cent or expense (including but not limited to reasonable
<br />attorneys' foes) arising out d or relating to (a) the negligent ads a omissions of such other design professionals, and/or (b) the fallurd of such other design
<br />professionals tocarryamaintainprofessionalliabilityinsuranceinanamountadequatetoprotedClientandConsultantfromloss.
<br />Proposal to the City of Ramsey 11
<br />P70083 -Platting for the Residences at The COR, Ramsey, MN August 31, 2010
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