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Electronic media may be furnished for convenience of Cli-
<br />ent; however, only signed and certified paper copies of
<br />submittals may be relied upon as documentation of profes-
<br />sional services provided.
<br />K. Billings and Payments: Invoices for BMI's services
<br />shall be submitted, at BMI's option, either upon comple-
<br />tion of such services or on a monthly basis. Unless credit
<br />to Client is approved, payment is due upon receipt of ser-
<br />vices and deliverables. If, at sole discretion of BMI, credit
<br />is advanced to Client, invoices shall be due and payable
<br />within 30 days after the invoice date. If the invoice is not
<br />paid within 30 days, BMI may, without waiving any claim or
<br />right against the Client, and without liability whatsoever to
<br />the Client, terminate the performance of its services. BMI
<br />reserves the right to withhold any deliverables until all un-
<br />paid fees are paid in full. Amount of retainer (if applicable)
<br />will be applied to amount owed on final invoice.
<br />L. Late Payments: Accounts unpaid 30 days after the in-
<br />voice date will be subject to a monthly service charge of
<br />1.5% on the unpaid balance. If any portion or all of an ac-
<br />count remains unpaid 60 days after billing, the Client shall
<br />pay all costs of collection, including reasonable attorney
<br />fees.
<br />M. Waiver: To the fullest extent permitted by law, Client
<br />and BMI waive against each other, and the other's employ-
<br />ees, partners, officers, agents, insurers, and subcontrac-
<br />tors, claims for or entitlement to special, incidental, indi-
<br />rect, or consequential damages arising out of, resulting
<br />from, or anyway related to this Agreement, from any cause
<br />or causes. Client waives claims against BMI individual em-
<br />ployees and agrees any claim, demand or suit shall be as-
<br />serted only against the BMI corporate entity.
<br />N. LIMITATION OF LIABILITY: In recognition of the rela-
<br />tive risks, rewards, and benefits of the project to both the
<br />Client and BMI, the risks have been allocated such that
<br />the Client agrees that BMI's total liability to the Client for
<br />any and all injuries, claims, losses, expenses, damages or
<br />claimed expenses arising out of the performance of this
<br />agreement from any cause or causes, shall not exceed to-
<br />tal compensation paid to BMI. Such claims include, but
<br />are not limited to, BMI's negligence, errors, omissions,
<br />strict liability, breach of contract, or breach of warranty.
<br />O. Certificates of Insurance: BMI will maintain, at its ex-
<br />pense, statutory worker's compensation insurance cover-
<br />age, automobile liability insurance, commercial general lia-
<br />bility insurance and professional liability coverage for
<br />claims arising from bodily injury, death or property damage
<br />which may arise from the negligent performance by BMI or
<br />its employees. BMI will, upon request, furnish Certificates
<br />of Insurance documenting terms of coverages. BMI will not
<br />be required to extend coverages beyond those which are
<br />usual and customary for similar firms practicing similar sur-
<br />veying and engineering services unless BMI is reimbursed
<br />for additional premium expenses.
<br />P. Dispute Resolution: Any claims or disputes made dur-
<br />ing or after the performance of services between BMI and
<br />the Client, with the exception of claims by BMI for non-pay-
<br />ment of services rendered, shall first be submitted to me-
<br />diation for resolution prior to initiating any other legal pro-
<br />ceedings.
<br />Q. Agreement: If the Proposal is accepted, the Client and
<br />BMI will enter into an Agreement incorporating the accom-
<br />panying Proposal, these Terms and such additional terms
<br />and conditions as may be mutually acceptable to BMI and
<br />Client. In the absence of a separate, executed written
<br />agreement, the accompanying Proposal and these Terms
<br />of Proposal shall constitute the whole and complete agree-
<br />ment between BMI and the Client.
<br />R. Termination of Services: The Agreement created un-
<br />der Paragraph Q may be terminated by the Client or BMI
<br />should the other fail to perform its obligations hereunder;
<br />or, by BMI if the presence of an unknown or undisclosed
<br />federally, state or locally regulated hazardous material is
<br />encountered. In the event of termination, the Client shall
<br />pay BMI for all services rendered to the date of termina-
<br />tion, all reimbursable expenses, and reimbursable termina-
<br />tion expenses.
<br />S. Withdrawal of Proposal: This Proposal constitutes a
<br />non -binding offer to perform services and BMI reserves the
<br />right to withdraw or modify this proposal, without liability
<br />to the Client, at any time prior to receipt of written ac-
<br />ceptance from the Client and execution of a signed agree-
<br />ment in accordance with Paragraph Q.
<br />T. LIEN RIGHTS: Pursuant to the representations by the
<br />CLIENT in this Agreement and improvements to be made
<br />to the project property, BMI reserves the right to file a lien
<br />against the project property in the event of delinquent or
<br />non-payment of monies owed to BMI by the CLIENT. In
<br />accordance with Minnesota law, the CLIENT and PROJECT
<br />PROPERTY OWNER are hereby advised:
<br />"(a) Any person or company supplying labor or ma-
<br />terials for this improvement to your property may file a
<br />lien against your property if that person or company is not
<br />paid for the contributions.
<br />(b) Under Minnesota law, you have the right to pay
<br />persons who supplied labor or materials for this improve-
<br />ment directly and deduct this amount from our contract
<br />price, or withhold the amounts due them from us until
<br />120 days after completion of the improvement unless we
<br />give you a lien waiver signed by persons who supplied any
<br />labor or material for the improvement and who gave you
<br />timely notice."
<br />Terms of Proposal —Limited General Scope MN Page 2 of 2 03 April 2024
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