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EXHIBIT A
<br />TERMS AND CONDITIONS
<br />January 15, 2026
<br />This Exhibit A, Terms and Conditions, is incorporated into and made a part of the agreement by and
<br />between Leo A Daly ("Consultant") and City of Ramsey ("Owner") dated 01/15/2026 (the "Agreement").
<br />The Consultant and Owner (also referred to collectively as the "Parties" and individually as "Party") agree
<br />to the following terms and conditions:
<br />1.0 Standard of Care. The standard of care for all services performed or furnished by Consultant under
<br />the Agreement shall be in conformance with the skill and care ordinarily exercised by similar
<br />professionals providing similar services in the same location at the same time and under similar
<br />circumstances (the "Standard of Care"). Consultant makes no warranty or guarantee, expressed or
<br />implied, with respect to its services or obligations under the Agreement including, without limitation,
<br />the implied warranties of merchantability and/or fitness for a particular purpose.
<br />2.0 Limitation of Liability. In recognition of the relative risks and benefits of the Agreement to both the
<br />Owner and Consultant, to the fullest extent permitted under applicable law, Owner agrees that
<br />Consultant's total liability for any and all claims, losses, costs, damages, or expenses including,
<br />without limitation, reasonable attorneys' fees and costs, of any nature whatsoever, shall not exceed
<br />10% of Consultant's total fee under the Agreement. It is intended that this limitation of liability shall
<br />apply to any and all liability or cause of action, whether in contract, warranty, tort, or otherwise,
<br />however alleged or arising.
<br />3.0 Mutual Waiver of Consequential Damages. In no event shall either party under the Agreement be
<br />liable to the other party, whether in contract, warranty, tort, or otherwise, for any indirect, incidental,
<br />special or consequential damages of any kind or nature whatsoever.
<br />4.0 Intellectual Property.
<br />4.1 "Intellectual Property" as used in these Terms and Conditions shall mean any and all
<br />copyrightable works, copyrighted works, patentable inventions, patented inventions,
<br />trademarks, service marks, trade secret, know-how, or other proprietary information.
<br />4.2 "Work Product" as used in these Terms and Conditions shall mean any and all work created
<br />by Consultant in performing its services under this Agreement including, without limitation,
<br />any renderings, drawings, plans, calculations, models, data, and/or documents, whether in
<br />electronic format or hard copies.
<br />4.3 "Deliverable" as used in these Terms and Conditions shall mean a Work Product required to
<br />be delivered to Owner under the Agreement and actually delivered to Owner by Consultant.
<br />4.4 Owner shall own all Deliverables delivered to Owner by Consultant.
<br />4.5 Consultant shall own any and all Intellectual Property rights in or made a part of any Work
<br />Product and/or Deliverable. Upon Owner's final and full payment of all fees under the
<br />Agreement, and provided there is no dispute between Owner and Consultant related to the
<br />Agreement or the services provided by Consultant under the Agreement, Consultant shall
<br />grant Owner an irrevocable, royalty -free, world-wide license to use the Intellectual Property
<br />in any Work Product and/or Deliverable for the sole purpose for which the Intellectual
<br />Property was created and on the specific project that is the subject of the Agreement.
<br />4.6 Owner shall not use the Intellectual Property in any Work Product or Deliverable for any
<br />unlicensed purpose without the prior written consent of Consultant. Owner agrees to
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