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<br />Appendix B
<br />Standard Terms and Conditions
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<br />SECTION 1. CONSULTANT'S SERVICES
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<br />Consultant shall act as the Client's agent only as provided for within
<br />. this Agreement.
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<br />SECTION 2. THE CLIENT'S RESPONSIBILITIES
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<br />The Client shall:
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<br />1) Provide full infonnation as to its requirements for the Project.
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<br />2) Furnish to the Consultant, prior to any perfonnance by the
<br />Consultant under this Agreement, a copy of any planning
<br />standards which the Client shall require the Consultant to follow in
<br />the conduct of its services for the Project.
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<br />Place at Consultant's disposal all available written data in the
<br />possession of or readily available to the Client and pertinent to the
<br />Project, including existing reports, plats, surveys, contour
<br />mapping, utility mapping, record plans, wetlands, land-use. and
<br />zoning maps, borings and other data useful to the Consultant in
<br />the perfonnance of its services.
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<br />3)
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<br />Provide access to the Project site and make all provisions for the
<br />Consultant to enter upon public and private lands as required by
<br />the Consultant to perfonn its services.
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<br />Designate a single person to act as the Client's Representative
<br />with respect to the Consultant's services. Such person shall have
<br />complete authority to transmit instructions, receive infonnation,
<br />and interpret and define the Client's policies and decisions with
<br />respect to services covered by this Agreement, subject to Client's
<br />goveming body approval when required by law.
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<br />Furnish, or instruct the Consultant to provide at the Client's
<br />expense, necessary 'Supplemental Services' as may be provided
<br />for in this Agreement, or other services as they may be required.
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<br />In performing its services, the Consultant may rely upon the accuracy
<br />and completeness of all Client-provided information.
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<br />4)
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<br />5)
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<br />6)
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<br />SECTION 3. COMPENSATION
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<br />3.1 Payment for Reimbursable Expenses
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<br />Unless otherwise provided, in addition to consulting fees, the Client will
<br />pay the Consultant for Reimbursable Expenses on the basis of the
<br />Consultant's cost plus 10%. Although not a complete list, examples of
<br />Reimbursable Expenses include: project-specific printing, duplicating,
<br />tabs and indexes; testing; mileage; travel and per-diem expenses of
<br />the Consultant for out-of-town trips required for the Project; long
<br />distance telephone calls and faxes as required to expedite the work;
<br />postage and delivery charges; any new taxes, fees or costs imposed
<br />on the Consultant's services (such as sales taxes) after the date of this
<br />Agreement; and out-of-pocket expenses incurred directly for thEl
<br />Project.
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<br />3.2 Objections to InvoiceslNo Deductions
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<br />It is important for the Consultant to be promptly informed of problems.
<br />If the Client objects to any portion of an invoice, the Client shall notify
<br />the Consultant in writing within twenty days of the invoice's receipt. The
<br />Client agrees to pay any undisputed portions of an invoice. No
<br />deductions shall be made from the Consultant's compensation except
<br />as may be detennined by mediation, arbitration, litigation or other
<br />dispute resolution mechanism to which the Consultant is a party.
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<br />-112-
<br />Public ~ector - no design or construction
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<br />3.3 Suspension of Work
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<br />If the Client fails to make payments when due or otherwise breaches
<br />this Agreement, the Consultant may suspend work after providing five
<br />days notice to the Client. The Consultant will not be liable for any costs
<br />or damages resulting from such a suspension of work.
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<br />3.4 Proaress Payments
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<br />The Client will make progress payments to the Consultant in proportion
<br />to services perfonned, as reasonably estimated by the Consultant. The
<br />Consultant will invoice the Client monthly during the progress of the
<br />work. The Client shall pay each properiy documented invoice of the
<br />Consultant within 30 days after the Client's receipt of such invoice.
<br />Client may not reserve as retainage any portion of a payment due
<br />under this Agreement.
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<br />3.5 Interest/Collection Costs
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<br />The Client agrees to pay the Consultant 1 % per month interest on all
<br />invoices of the Consultant, with interest beginning to accrue 30 days
<br />after the date of the invoice. If the Minnesota Prompt Payment Act
<br />(Minn. Stat. Sect. 471.425) requires a higher rate of interest, that rate
<br />shall apply. If the Client fails to pay Consultant all amounts owing
<br />pursuant to the terms of this Agreement, the Client agrees to pay all
<br />costs of collection, including reasonable attorney's fees, in addition to
<br />all other amounts due under this Agreement.
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<br />SECTION 4. GENERAL CONSIDERATIONS
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<br />4.1 Standard of Care
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<br />The Consultant shall exercise the same degree of care, skill and
<br />diligence in the perfonnance of its services as is ordinarily exercised by
<br />members of the profession under like circumstances. Nothing in this
<br />Agreement, or otherwise prepared as a result of the Project, shall
<br />modify the foregoing standard of care. The Consultant shall not be
<br />required to sign any documents that would result in it having to certify,
<br />guarantee or warrant the existence of conditions whose existence the
<br />Consultant cannot ascertain.
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<br />4.2 Delays
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<br />Both the Consultant and the Client will put forth reasonable efforts to
<br />complete their respective duties in a timely manner. Because the
<br />Consultant's performance must be govemed by sound professional
<br />practices. the Consultant is not responsible for delays occasioned by
<br />factors beyond its control or that could not reasonably have been
<br />foreseen at the time of preparation of this Agreement.
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<br />4.3 Opinions of Costs and Schedules
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<br />Since the Consultant has no control over the cost of labor and material
<br />or over competitive bidding and market conditions, the Consultant's
<br />Opinion of Probable Construction Cost and of Project schedules can
<br />only be made on the basis of experience or qualifications as a
<br />professional Consultant. The Consultant does not guarantee that
<br />proposals, bids, actual Project costs or construction schedules will not
<br />vary from Consultant's opinions or estimates.
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<br />4.4 Insurance
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<br />4.4.1 The Consultant agrees to maintain a professional IiCjbility
<br />insurance policy for negligent acts, errors or omissions in an amount of
<br />at least $4,000,000 per claim and $4,000,000 annual aggregate, on a
<br />claims-made basis, as long as such insurance is reasonably available
<br />under standard policies at rates comparable to those currently in effect.
<br />The Consultant will not cancel the insurance until thirty days after
<br />providing the Client written notice.
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<br />B-1
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