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2815 Casco Point Road, Wayzata, Minnesota
<br />November 18, 2022
<br />Page 18
<br />TERMS AND CONDITIONS -Effective Nov.10.2020
<br />This design is expressly made subject to the following terms and conditions to which all persons that receive and rely
<br />thereon agree:
<br />1. STANDARD OF SERVICE: Services performed by ENGINEER under this agreement shall be performed in a manner
<br />consistent with the skill and care ordinarily used by members of the engineering profession practicing under similar
<br />conditions at the time and in the locality the services are performed.
<br />• CLIENT recognizes that interpretations and recommendations of ENGINEER are based solely on the information
<br />available to the company.
<br />• ENGINEER will be responsible for those interpretations and recommendations, but shall not be responsible for the
<br />interpretation by others of the information developed.
<br />• Services provided reflect the professional judgment of ENGINEER, to the best of ENGINEER's knowledge,
<br />information, and belief as of the date hereof.
<br />• No other warranty or guarantee, express or implied, is made.
<br />2. SCOPE OF SERVICE: Services performed by ENGINEER are expressly limited by the scope of services ENGINEER
<br />has been employed by CLIENT to perform.
<br />3. TERMS OF PAYMENT: ENGINEER may require a retainer fee to be paid before commencing any project. Extended
<br />engagements may require interim invoicing on a weekly, monthly, or other basis. At the completion of the project, we
<br />will issue a final invoice. Payment of each invoice is due upon presentation. Failure to pay invoices within the allotted
<br />time period will constitute a breach of contract and may result in suspension of work until such time as all overdue
<br />payments are made in full. Should any suspension occur because of overdue payments, the time for contract
<br />completion, if any is stated, shall be extended by the period of the suspension. Invoiced balances remaining unpaid for
<br />thirty (30) days after the date of invoice may be charged a finance charge in the amount of % percent per month from
<br />the date of invoice. If an invoice remains unpaid and it becomes necessary, in the ENGINEERS' opinion to initiate
<br />collection procedures, the CLIENT hereby agrees to pay all collection costs including, but not limited to, reasonable
<br />fees for attorneys retained by ENGINEER and court costs at our standard billing rate for time necessitated in court
<br />appearances or presentation of claim to the appropriate court jurisdiction. Exceptions to payment terms must be
<br />specified in writing.
<br />4. OWNERSHIP OF DOCUMENTS: All reports, field data, field notes, calculations, estimates and other documents
<br />('reports') prepared by Engineer, as instruments of service, shall remain the property of Engineer. CLIENT agrees that
<br />all reports furnished to CLIENT or his agents, which are not paid for, will be returned upon demand and will not be used
<br />by CLIENT for any purpose whatever. ENGINEER will retain all pertinent records relating to the services performed for
<br />a period of five years following submission of the report, during which period the records will be made available to
<br />CLIENT at all reasonable times.
<br />5. COPIES OF DOCUMENTS: ENGINEER agrees to furnish CLIENT with an electronic copy of our report, drawings, or
<br />documents relating to the services performed. Hard copies, bound or unbound, may be provided upon request at
<br />charge of cost plus 10 percent, at ENGINEERS's sole discretion. ENGINEER shall retain an electronic copy of the final
<br />documents in its files for a period of five years.
<br />6. INSURANCE: ENGINEER represents and warrants that it is protected by Workers Compensation insurance and has
<br />such coverage under Public Liability and Property Damage insurance policies which ENGINEER deems adequate.
<br />Certificate for all such policies of insurance shall be provided to the CLIENT upon request in writing. ENGINEER shall
<br />not be responsible for any loss, damage or liability arising from any acts by CLIENT, its agents, staff and other
<br />consultants employed by it.
<br />7. TERMINATION: This agreement may be terminated by either party by written notice. In the event of termination,
<br />ENGINEER shall be paid for services performed and expenses incurred up to the termination notice date. Neither
<br />CLIENT not ENGINEER may delegate, assign, sublet or transfer his/her duties or interest in this Agreement without the
<br />written consent of the other party.
<br />8. LIMITATION OF LIABILITY: To the fullest extent permitted by law, CLIENT and ENGINEER
<br />(a) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and
<br />consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages
<br />arising out of, resulting from, or in any way related to this report,
<br />(b) agree that ENGINEER's total liability to CLIENT shall be limited to the total amount of compensation received
<br />by ENGINEER,
<br />(c) agree that CLIENT will defend, indemnify, and hold harmless ENGINEER from and against any claims,
<br />liabilities, actions, demands, losses, damages, costs and expenses sustained by any third -party not granted
<br />reliance on ENGINEER's reports and services,
<br />(d) agree that any action arising out of or related to the services provided must be brought to ENGINEER'S
<br />attention no later than two (2) years after the date of the services, and
<br />(e) if an action is brought against the ENGINEER and the ENGINEER prevails, ENGINEER shall be entitled to
<br />recover costs and expenses, including reasonable attorneys' fees and costs.
<br />9. FORCE MAJEURE: The engineer shall not be responsible or liable for any failure or delay in the performance of its
<br />obligations under this contract arising out of or resulting from any cause or event beyond our control, such as war,
<br />strike, crime, epidemic/pandemic, regulations and/or restriction imposed by any government agency, or other event.
<br />Independently Owned and Operated
<br />161 Dunbar Way / Mahtomedi, MN 55115
<br />O: 651.779.7700 / criterium-schimnowski.com
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