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experienced and qualified professional design firm. The parties acknowledge, however, that the
<br />Consultant does not have control over the cost of labor, material, equipment or services furnished by
<br />others or over market conditions or contractor's methods of determining their prices, and any evaluation
<br />of any facility to be constructed or acquired, or work to be performed must, of necessity, be viewed as
<br />simply preliminary. Accordingly, the Consultant and Client agree that the proposals, bids or actual costs
<br />may vary from opinions, evaluations or studies submitted by the Consultant and that Consultant assumes
<br />no responsibility for the accuracy of opinions of Cost Estimates and Client expressly waives any claims
<br />related to the accuracy of opinions of Cost Estimates. If Client wishes greater assurance as to Cost
<br />Estimates, Client shall employ an independent cost estimator as part of its Project responsibilities.
<br />ARTICLE 6 — REUSE AND DISPOSITION OF INSTRUMENTS OF SERVICE
<br />All documents, including reports, drawings, calculations, specifications, CADD materials, computers
<br />software or hardware or other work product prepared by Consultant pursuant to this Agreement are
<br />Consultant's Instruments of Service and Consultant retains all ownership interests in Instruments of
<br />Service, including copyrights. The Instruments of Service are not intended or represented to be suitable
<br />for reuse by the Client or others on extensions of the Project or on any other project. Copies of
<br />documents that may be relied upon by Client are limited to the printed copies (also known as hard copies)
<br />that are signed or sealed by Consultant. Files in electronic format furnished to Client are only for
<br />convenience of Client. Any conclusion or information obtained or derived from such electronic files will be
<br />at the user's sole risk. Consultant makes no representations as to long term compatibility, usability or
<br />readability of electronic files.
<br />If requested, at the time of completion or termination of the work, the Consultant may make available to
<br />the Client the Instruments of Service upon (i) payment of amounts due and owing for work performed and
<br />expenses incurred to the date and time of termination, and (ii) fulfillment of the Client's obligations under
<br />this Agreement. Any use or re -use of such Instruments of Service by the Client or others without written
<br />consent, verification or adaptation by the Consultant except for the specific purpose intended will be at
<br />the Client's risk and full legal responsibility and Client expressly releases all claims against Consultant
<br />arising from re -use of the Instruments of Service without Consultant's written consent, verification or
<br />adaptation.
<br />The Client will, to the fullest extent permitted by law, indemnify and hold the Consultant harmless from
<br />any claim, liability or cost (including reasonable attorneys' fees, and defense costs) arising or allegedly
<br />arising out of any unauthorized reuse or modification of these Instruments of Service by the Client or any
<br />person or entity that acquires or obtains the reports, plans and specifications from or through the Client
<br />without the written authorization of the Consultant. Under no circumstances shall transfer of Instruments
<br />of Service be deemed a sale by Consultant, and Consultant makes no warranties, either expressed or
<br />implied, of merchantability and fitness for any particular purpose. Consultant shall be entitled to
<br />compensation for any consent, verification or adaption of the Instruments of Service for extensions of the
<br />Project or any other project.
<br />ARTICLE 7 — PAYMENTS
<br />Payment to Consultant shall be on a lump sum or hourly basis as set out in the Agreement. Consultant is
<br />entitled to payment of amounts due plus reimbursable expenses. Client will pay the balance stated on
<br />the invoice unless Client notifies Consultant in writing of any disputed items within fifteen (15) days from
<br />the date of invoice. In the event of any dispute, Client will pay all undisputed amounts in the ordinary
<br />course, and the Parties will endeavor to resolve all disputed items. All accounts unpaid after thirty (30)
<br />days from the date of original invoice shall be subject to a service charge of 1-1/2% per month, or the
<br />maximum amount authorized by law, whichever is less. Consultant reserves the right to retain instruments
<br />of service until all invoices are paid in full. Consultant will not be liable for any claims of loss, delay, or
<br />damage by Client for reason of withholding services or instruments of service until all invoices are paid in
<br />full. Consultant shall be entitled to recover all reasonable costs and disbursements, including reasonable
<br />attorney fees, incurred in connection with collecting amounts owed by Client. In addition, Consultant
<br />may, after giving seven (7) days' written notice to Client, suspend services under this Agreement until it
<br />receives full payment for all amounts then due for services, expenses and charges. Payment methods,
<br />expenses and rates may be more fully described in Exhibit C and Exhibit E.
<br />Exhibit A — General Contract Provisions 11.01.16.MN Page 2
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