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<br /> Proposal to Michael Grochala with City of Lino Lakes, MN 8
<br />Zoning Ordinance and Map Update February 9, 2021
<br />TERMS AND CONDITIONS
<br />1.0 CONSULTANT'S SERVICES. Consultant shall perform the services identified in this Proposal and no others unless otherwise agreed and unless
<br />Consultant is paid additional compensation in accordance with this Proposal.
<br />1.1 STANDARD OF CARE. Consultant's services shall be performed based on the standard of reasonable professional care for services similar in scope, 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 CONSULTANT'S SERVICES ARE EXPRESSLY DISCLAIMED.
<br />1.2 SCHEDULE. Time limits established by the schedule identified in the Proposal shall not, except for reasonable cause, be exceeded by Consultant or Client. Consultant’s compensation shall be equitably adjusted in the event of delays caused by Client, Client’s other consultants, or Client’s agents. Fees quoted
<br />in the Proposal shall be adjusted if services do not commence within 90 days after the date of the Proposal.
<br />2.0 ADDITIONAL SERVICES. In addition to any other Additional Services listed in the Proposal, the following services are excluded from Basic Services
<br />and Client shall compensate Consultant for such services, in addition to compensation for Basic Services: (1) Making revisions in Drawings and Specifications
<br />or other documents when such revisions are (a) inconsistent with approvals or instructions previously given, (b) the result of adjustments in Client's requirements, (c) required by enactment, interpretation or revision of codes, laws or regulations subsequent to preparation of such documents, (d) required by the failure of
<br />Client or Client's consultants to render decisions or to provide necessary information in a timely manner, (e) imposed by municipal or other authorities as a
<br />condition for approval of a project, unless the Drawings, Specifications or other documents clearly were not in compliance with applicable law when submitted for approval, or (f) due to or causes not solely within control of Consultant: (2) Providing any services excluded from the Scope of Services identified in the
<br />Proposal: (3) Providing any other services not otherwise expressly included in this Proposal.
<br />3.0 TERMINATION. This Proposal may be terminated by either party upon not less than seven days written notice should the other party fail to perform in accordance with its terms through no fault of the party initiating termination.
<br />4.0 [Not used].
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<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") shall be resolved by litigation in the State or (assuming subject matter jurisdiction) Federal Court located within Ramsey County, Minnesota. Consultant
<br />and Client expressly consent to the exclusive personal jurisdiction and venue of the Minnesota courts for all purposes relating to this Proposal. The parties waive
<br />trial by jury. This Proposal shall be governed by Minnesota law, without regard to conflicts of law principles.
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<br />6.0 TERMINATION. This Proposal may be terminated by either party upon not less than seven days’ written notice should the other party fail to perform in
<br />accordance with its terms through no fault of the party initiating termination. Such termination shall not affect the parties’ accrued rights and liabilities as of the
<br />date of termination. Without limiting the generality of the foregoing, paragraphs 1.1, 1.3, 4.0, 5.0, 7.0, 8.0, and 10.0 of these Terms and Conditions shall survive
<br />any cancellation, expiration, or termination of this Proposal.
<br />7.0 MISCELLANEOUS PROVISIONS. ((1) This Proposal represents the entire and integrated agreement between Client and Consultant and supersedes
<br />all prior negotiations, representations or agreements, either written or oral. (2) This Proposal may be amended by written instrument signed by both Client and Consultant or, in the case of Additional Services, by a written confirmation from Consultant to which Client does not object within ten (10) working days.
<br />8.0. PAYMENTS TO CONSULTANT. Payments are due upon presentation of Consultant's invoices. If Payments are not made within thirty (30) days after
<br />date of invoice, a SERVICE CHARGE OF ONE AND ONE-HALF (1.5) PERCENT PER MONTH (18% PER ANNUM) or the maximum rate permitted by law, whichever is greater, will be charged on any unpaid balance. Service charges may be compounded.
<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
<br />Scope of or schedule for Consultant's Services is changed materially, the compensation shall be equitably adjusted. Rates and multiples for Additional Services and other services as set forth in the Proposal shall be adjusted annually in accordance with normal salary review practices of Consultant. For Additional Services
<br />of Consultant, compensation shall be an hourly rate as defined in the Proposal, plus reimbursable expenses; or, if agreed by Client and Consultant in writing, a
<br />lump sum amount. For additional services of Consultant's consultants, compensation will be 1.15 times the amount billed to Consultant for such services, plus reimbursable expenses. For reimbursable expenses, the Consultant shall be compensated for out-of-pocket expenditures incurred in connection with the services
<br />identified in this Proposal, based on 1.15 times actual costs incurred. In addition to other expenses, Consultant will be reimbursed for any applicable sales, use, or similar taxes related to services or products provided under this Proposal, which may be imposed by any governmental entity.
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<br />10.0 DELAYED PAYMENT; PAYMENT DISPUTES.
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<br />10.1 CONDITIONS PRECEDENT TO WITHHOLDING PAYMENT. The Client may not withhold 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 later than the twenty-fifth (25th) calendar day after presentation of the disputed invoice. Objections to invoices not made within the time period are deemed waived. Unless Client proceeds in accordance with this Section 10.1,
<br />Client's failure to pay any invoice (either on the Project which is the subject of this proposal or in connection with any other project for which Consultant is
<br />providing services to Client) within thirty (30) calendar days after presentation of Consultant’s invoice shall constitute just cause for the suspension of services on all projects and the withholding of all deliverables on all projects by the Consultant. Client will pay all of Consultant’s costs of collection, including: internal
<br />labor costs at the Additional Services rate; reasonable attorneys' fees; and litigation and arbitration costs and fees, in the event Client fails to make timely
<br />payment to Consultant in violation of this Contract. External fees, costs, and expenses incurred under this clause will be reimbursed at the rate specified in the
<br />Proposal for external reimbursable expenses.
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