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BOLTON & MENK, #NC.
<br />Terms of Proposal
<br />Bolion & Menk, Inc.
<br />(Continued)
<br />1. Ownership and Alteration o�' Doc�rments: All documents, including reports, speci�cations, drawings, f eld
<br />data, notes and documents or e3ectronic media pregared or furr�ished by Bolton & Menk Inc_ under this agreement
<br />shall remain the property of Bo]ton & Menk lnc. The Claent may make and retain capies for its �se in co�nection
<br />with this project. However, sUch documents are not inte�ded for reuse by the ClienE on any other project or
<br />alteration of the projeci by others without the written cansent of Bolton & Menk Inc. Electronic media may be
<br />furnished for convenience of C3ient; however, only signed and certified hard copies of sabmittaEs may be re]ied
<br />upon as documentation of professional services provicied.
<br />J. Billings and Paynnents: lnvoices for $oltan & Menk lnc's services sha13 be snbmitted, at BoEton & Menk Inc's
<br />option, ei€her month]y or upon completion of services. lnvaices are due ant� payable within 3d days after the invoice
<br />date. If the invoice is not paid within 30 days, Solton & Menk Inc_ may, without waiving any claim or rigf�t against
<br />the Client, and wit�ouE ]iability whatsoever to the Client, terrninate the performance of its services.
<br />K. Late Payments: Accounts unpaid 3Q days after the invoice date w31] be subject to a monthEy service c[�arge of
<br />].5% on the unpaid balapce. If any portion or ai] of an account remains �npaid 90 days after bi�ling, the Client shall
<br />pay ail cosls of collection, including reasonable attorney's fces.
<br />L. `1'ermination of Services: `I'his agreement may be terminated, Upon written notice, by the Client or Bolton &
<br />Menk lnc. should the other fail to perform i[s obligations hereunder. In the event of tennination, the Client shal] pay
<br />Bolton & Menk Inc. for services rendered to the date of termination, aIl reirnbursab]e expenses, and reimbursable
<br />termination expenses.
<br />M. Lirr�itatian of Liability: CONStJL1'ANT shaIl indemnity, defend, and hold harmless CLIENT and its officials,
<br />agents and ernp]oyees from any 1oss, claim, Iiability, and expense {including reasonable attorneys' fees and expenses
<br />of litigation) arisin� from, or based in the whole, or in any part, on any negligent act or omission by
<br />CONSULTANT'S employees, agents, or stabconsultants. In no event shall CLIEIVT be ]iable to CONSULTANT
<br />for consequential, incidental, indirect, special, or punitive damages.
<br />CLIENT shaI] indert-inify, defend, and hold harmless CONSULTANT and its empIoyees from any loss. �)aim,
<br />liability, and expens� (including reasonable attorneys' fees anc� expenses of ]itigation) arising from, ar based in khe
<br />whole, or in any part, on any negtigent act or omission by CLIENT'S employees, agents, or consuitants. ln no event
<br />sha11 CONSULTAN`I' be liable to CLI�N'I' for conseq�ential, incidentai, indireet, special, or p�niti�e damages.
<br />N. Dispufe Resolntion: Any cIair�s or disputes made dtaring or after the performance of services between Balton
<br />& Menk Inc. and the Client, witf� the exception of claims by BoIton & Menk Inc. for non-payment of services
<br />rendered, shall be subrr�iteed to mediation and/or arbitration. This Proposal anticipates that Batton & Menk Inc_ and
<br />the Ctient wiil i�etude a simzlar reyuirement in all agreements with contractors, sub-contractors, suppliers,
<br />consu]tants and fabricaEors concerned with this pro�ect.
<br />Q. Withdra�va[ of Proposal: This Proposal constitutes a non-binding offer to perfonn ser�ices and Sollon & Menk
<br />Ir�c. reservcs the right to withdraw ar modify this Proposal, without ]iability to the Clieat. at any time prior [o rcceipc
<br />of written acceptance from the Client and execution of a signed agrecment in acco�-dance wi[h Paraeraph P.
<br />P. Agreement: If the PraposaE is accepted, the Ciient and Bolton & Nlerok Inc. may enter into and execute an
<br />Agrccment incorporati�g the Proposat, these Terms and sucFr additional Eerms and cooditions as may be r�utua]Fy
<br />accepEable to Bolton & Menk ]nc. anti Client. Upon request by the Client, Baltan & Menk lnc. may, at its sole
<br />discretion and for the benefit of the Client, proceed with any proposed services prior to execution of a written
<br />agreement. ln Ihe abse�ce of an executed written agreement, the aceompanying Proposal and these '�'erms of
<br />Proposal shall constitute the whole and complete agreement between $olton & Menk Inc. an� ��
<br />the Client. //1a`,�'!�\
<br />L,ift Station Irnprovernents
<br />City of Arr�en Nills, MN
<br />Page 5
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