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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,
<br />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
<br />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,
<br />(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
<br />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
<br />accordance with its terms through no fault of the party initiating termination.
<br />4.0 [Not used].
<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.
<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
<br />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,
<br />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
<br />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
<br />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,
<br />or similar taxes related to services or products provided under this Proposal, which may be imposed by any governmental entity.
<br />10.0 DELAYED PAYMENT; PAYMENT DISPUTES.
<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
<br />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 />Clients 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 Consultants invoice shall constitute just cause for the suspension of services
<br />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.
<br />10.2 NOTICE OF CLAIMED ERRORS OR OMISSIONS. Client shall provide written notice, including all known particulars, to Consultant of any claimed
<br />errors or omissions in Consultant's services not later than 60 calendar days after Client becomes aware, or in the exercise of reasonable diligence should have
<br />become aware, of the existence of such error or omission. Consultant shall be given a reasonable opportunity, during such 60 -day period, to investigate and
<br />Proposal to Rachel Juba with the City of Hugo 9
<br />2040 Comprehensive Plan Update August 29, 2016 REVISED October 14, 2016
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