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ATTACHMENT A
<br />STANDARD TERMS AND CONDITIONS
<br />The Standard Terms and Conditions together with the attached Proposal for Professional Services constitute the entire Agreement
<br />between the CLIENT and SRF Consulting Group, Inc. ("SRF") and supersede all prior written or oral understandings. This Agreement
<br />may only be amended, supplemented, modified, or canceled by a duly executed written instrument.
<br />1. STANDARD OF CARE
<br />a. The standard of care for all professional services performed or furnished by SRF under this Agreement will be the care and skill
<br />ordinarily used by members of SRF's profession practicing under similar circumstances at the same time and in the same
<br />locality. SRF makes no warranties, expressed or implied, under the Agreement or otherwise, in connection with SRF's service.
<br />b. The CLIENT shall be responsible for, and SRF may rely upon, the accuracy and completeness of all requirements, programs,
<br />instructions, reports, data, and other information furnished by CLIENT to SRF pursuant to this Agreement. SRF may use such
<br />requirements, reports, data, and information in performing or furnishing services under this Agreement.
<br />2. INDEPENDENT CONTRACTOR
<br />All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the CLIENT and
<br />SRF and not for the benefit of any other party. Nothing contained in this Agreement shall create a contractual relationship with or a
<br />cause of action in favor of a third party against either the CLIENT or SRF. SRF's services under this Agreement are being performed
<br />solely for the CLIENT's benefit, and no other entity shall have any claims against SRF because of this Agreement or the performance
<br />or nonperformance of services hereunder.
<br />PAYMENT TO SRF
<br />Invoices will be prepared in accordance with SRF's standard invoicing practices and will be submitted to the CLIENT by SRF
<br />monthly, unless otherwise agreed. Invoices are due and payable within thirty (30) days of receipt. If the CLIENT fails to make any
<br />payment due SRF for services and expenses within forty-five (45) days after receipt of SRF's invoice thereafter, the amounts due
<br />SRF will be increased at the rate of 1-1/2% per month (or the maximum rate of interest permitted by law, if less). In addition, SRF
<br />may, after giving seven days written notice to the CLIENT, suspend services under this Agreement until SRF has been paid in full of
<br />amounts due for services, expenses, and other related charges.
<br />4. OPINION OF PROBABLE CONSTRUCTION COST
<br />Any opinions of costs prepared by SRF represent its judgment as a design professional and are furnished for the general guidance of
<br />the CLIENT. Since SRF has no control over the cost of labor, materials, market condition, or competitive bidding, SRF does not
<br />guarantee the accuracy of such cost opinions as compared to contractor or supplier bids or actual cost to the CLIENT.
<br />5. INSURANCE
<br />SRF will maintain insurance coverage for Workers' Compensation, General Liability, Automobile Liability and Professional
<br />Liability and will provide certificates of insurance to the CLIENT upon request.
<br />6. INDEMNIFICATION AND ALLOCATION OF RISK
<br />a. To the fullest extent permitted by law, SRF agrees to indemnify and hold harmless the CLIENT, their officers, directors and
<br />employees against all damages, liabilities or costs (including reasonable attorneys' fees and defense costs) to the extent caused
<br />by SRF's negligent acts under this Agreement and that of its subconsultants or anyone for whom SRF is legally liable.
<br />b. To the fullest extent permitted by law, the CLIENT agrees to indemnify and hold harmless SRF, their officers, directors and
<br />employees against all damages, liabilities or costs to the extent caused by the CLIENT's negligent acts under this Agreement and
<br />anyone for whom the CLIENT is legally liable.
<br />7. TERMINATION OF AGREEMENT
<br />Either party may at any time, upon seven days prior written notice to the other party, terminate this Agreement. Upon such
<br />termination, the CLIENT shall pay to SRF all amounts owing to SRF under this Agreement, for all work performed up to the
<br />effective date of termination.
<br />OWNERSHIP AND REUSE OF DOCUMENTS
<br />All documents prepared or furnished by SRF pursuant to this Agreement are instruments of service, and SRF shall retain an
<br />ownership and property interest therein. Reuse of any such documents by the CLIENT shall be at CLIENT's sole risk; and the
<br />CLIENT agrees to indemnify, and hold SRF harmless from all claims, damages, and expenses including attorney's fees arising out of
<br />such reuse of documents by the CLIENT or by others acting through the CLIENT.
<br />Page 1 of 2
<br />(MN Standard Terms and Conditions)
<br />Rev: March 5, 2014
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