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APPENDIX C
<br /> GENERAL CONDITIONS
<br /> KKE ARCHITECTS, INC.
<br />Section 1: Services and Compensation
<br /> l. 1 KKE Architects, Inc., a Minnesota business corporation (hereinafter called KICE), ,.viii perform services as defined in the Agreement, and CLIENT will pay for those t
<br /> services as agreed. KKE will provide additional services as requested or which are necessary, and CLIENT will pay for those services at the rates shown in Appendices An~
<br /> and B. CLIENT will pay the balance stated on the invoice unless CLIENT notifies KKE in writing of the particular item that is alleged to be incorrect within fifteen (15)
<br /> days from the invoice date. CLIENT will pay any tax on professional services now in force or imposed in the future.
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<br />Section 2: Responsibilities
<br /> 2.1 KKE will not be responsible for the thilure of others to peribrm in accordance with the specifications or contract documents, and KKE'S services shall in no way relieve
<br /> others of their responsibilities.
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<br />2.2 For work not on KKE premises, KKE will not be responsible for superintending, supervising, or directing work of Contractors or others; or tbr job or site safety, those
<br /> being the sole responsibility of others.
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<br />2.3 CLIENT will make available to KKE all known information regarding existing and proposed conditions of the site and undertaking.
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<br />Section 3: Reports/Drawings
<br /> 3.1 Drawings, reports, notes, calculations, and other documents, as instruments o£service, shall remain KKE's property. If CLIENT does not pay for KKE's services as
<br /> agreed, CLIENT agrees that all reports and other work will be returned to KKE upon demand, and that reports/drawings and other work will not be used by CLIENT for
<br /> any purpose whatsoever.
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<br />Section 4: Payment, Interest, and Breach
<br />4.1 CLIENT agrees to pay invoices on receipt, and to pay interest on unpaid balances beginning thirty (30) days al~er invoice date, at the lower of 1.5 percent per month or the
<br /> maximum rate allowed by law. CLIENT acknowledges that KKE's billing rates and charges are subject to periodic adjustment, and CLIENT agrees to pay for services at
<br /> the rates and charges in effect at the time invoices are mailed.
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<br />4.2 CLIENT'S obligation to pay ~br the work contracted is in no way dependent upon CLIENT'S ability to obtain financing, zoning, approval of governmental or regulatory
<br /> agencies, final adjudication ufa lawsuit in which KKE is not involved, or upon CLIENT'S successful completion et'the project. To preserve lien rights in accordance with
<br /> the mechanic's lien laws in Minnesota, KKE will file liens in the county where the project site is located within one hundred twenty (120) days after the last item of
<br /> service labor has been fumished. IfKKE brings a lawsuit against CLIENT or forecloses a lien on CLIENT'S property to collect/ts tees, then all its collection expenses,
<br /> including attorneys' fees, will be paid by CLIENT.
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<br />Section 5: Standard of Care
<br />5. [ In performing its services, KKE will use that degree of care and skill ordinarily exercised under similar conditions by reputable members of its pro(ession practicing in the
<br /> same locality.
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<br />Section 6: Disputes
<br />6.1 CLIENT agrees to resolve disputes using infurmal discussion and mediation prior to arbitration or litigation.
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<br />6.2 If CLIENT brings a lawsuit against KKE which is dismissed or as to which a verdict is rendered for KKE, in whole or in part, CLIENT will pay KKE its cost of defense,
<br /> including but not limited to, attorneys' and expert witness t~:es.
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<br />Section 7: Limitation of Liability
<br />7.1 CLIENT agrees to hold harmless, indemni~, and defend KKE from and against any and all claims, losses, damages, liability, and cost, including, but not limfted to, cost et'
<br /> defense, arising out of this agreement, whether insured or not, excepting only such liability as may arise out of the sole negligence of KKE in the performance of services
<br /> under this Agreement.
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<br />7.2 In the event KKE is held liable for damages, the total cumulative liability of KKE, its affiliates, and its respective directors, officers, employees, agents, and Subcontractors
<br /> shall not exceed i00 percent of the gross compensation received by KKE as its fee under this agreement, or $50,000, whichever is greater.
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<br />7.3 In the event CLIENT does not wish to limit KKE's liability, KKE agrees to waive the limitation provided for in Section 7.2 upon written notice fi.om CLIENT received
<br /> within five (5) days after the date of this Agreement is executed, and CLIENT agrees to pay additional consideration equivalent to ten (I0) percent of the total fees, such
<br /> consideration to be called "Waiver of Limitation of Liability Charge". This charge will in no way be construed as being a charge tbr insurance of any type but will be
<br /> increased consideration £or the greater risk involved in performing work ~br which there is not limitation of liability.
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<br />7.4 Betterment. If, due to the Design Professional's error, any required item or component of the project is omitted fi.om the Design Professional's construction documents, the
<br /> Design Proi~:ssional shall not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise
<br /> necessary to the project or other.vise adds value or betterment to the project. In no event will the Design Professional be responsible trbr any cost or expense that provides
<br /> betterment, upgrade or enhancement of the project.
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<br />7.5 Contingency Fund; The Owner and the Architect acknowledge that changes may be required because of possible omissions, ambiguities or inconsistencies in the plans
<br /> and specifications and, theretbre, that the costs of the project may exceed the construction contract sum. The Owner agrees to set aside a reserve in the amount of
<br /> Five Percent (5%) of the actual project construction costs as a contingency reserve to be used, as required, to pay lbr any such increased project costs. The
<br /> Owuer further agrees to make no claim by way et'direct or third-party action against the Architect or his or her sub-consultants with respect to any payments within
<br /> the limit of the contingency reserve made to the construction contractors because o£such changes or because et'any claims made by the construction contractors
<br /> relating to such changes.
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<br />Section 8: Termination
<br />8.1 This Agreement may be terminated by either party upon at least seven (7) days' written notice in the event of substantial failure by the other party to pertbrm
<br /> with the terms hereof through no thult of the terminating party. Such termination shall not be effective if that substantial thilure has been remedied before eXl
<br /> period specified in the written notice, lfthis Agreement is terminated, KKE shall be paid ibr services performed to the termination notice.
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<br />Section 9: Entire Agreement This Agreement, together with the appendices attached to it, is the entire agreement between KKE and CLIENT, and it supersedes all prior
<br />written or oral agreements. This Agreement is governed by the laws of the State of Minnesota.
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