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<br />Public Standard Form – MN Page 3 of 9
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<br />V202404
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<br />B. PAYMENTS AND RECORDS.
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<br />1. The payment to the CONSULTANT will be made by the CLIENT upon billing at intervals not more often than
<br />monthly at the herein rates and terms.
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<br />2. If CLIENT fails to make any payment due CONSULTANT for Services and expenses within 45 days after date of
<br />the CONSULTANT'S invoice, a service charge of one and one-half percent (1.5%) per month or the maximum
<br />rate permitted by law, whichever is less, will be charged on any unpaid balance.
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<br />3. In addition to the service charges described in preceding paragraph, if the CLIENT fails to make payment for
<br />Services and expenses within 60 days after the date of the invoice, the CONSULTANT may, upon giving seven
<br />days' written notice to CLIENT, suspend Services and withhold project deliverables due under this Agreement
<br />until CONSULTANT has been paid in full for all past due amounts for Services, expenses and charges, without
<br />waiving any claim or right against the CLIENT and without incurring liability whatsoever to the CLIENT.
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<br />4. Documents Retention. The CONSULTANT will maintain records that reflect all revenues, costs incurred and the
<br />Services provided in the performance of the Agreement. The CONSULTANT will also agree that the CLIENT, State,
<br />or their duly authorized representatives may, at any time during normal business hours and as often as
<br />reasonably necessary, have access to and the right to examine, audit, excerpt, and transcribe any books,
<br />documents, papers, records, etc., and accounting procedures and practices of the CONSU LTANT which are
<br />relevant to this Contract for a period of six years.
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<br />SECTION IV – GENERAL
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<br />A. STANDARD OF CARE. Professional services provided under this Agreement will be conducted in a manner
<br />consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT’S profession
<br />currently practicing under similar conditions. No warranty, express or implied, is made.
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<br />B. CHANGE IN PROJECT SCOPE. In the event the CLIENT changes or is required to change the scope or duration of
<br />the Project from that described in Exhibit I, and such changes require Additional Services by the CONSULTANT, the
<br />CONSULTANT shall be entitled to additional compensation at the applicable hourly rates. To the fullest extent
<br />practical, the CONSULTANT shall give notice to the CLIENT of any Additional Services, prior to furnishing such
<br />Additional Services. The CONSULTANT shall furnish an estimate of additional cost, prior to authorization of the
<br />changed scope of work and this Agreement will be revised in writing.
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<br />C. LIMITATION OF LIABILITY
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<br />1. Liability of CONSULTANT. CONSULTANT shall indemnify CLIENT from losses, damages, and judgments arising
<br />from third-party claims or actions relating to the Project only to the extent caused by the negligent acts, errors
<br />or omissions (whether in the performance of professional services or otherwise) of CONSULTANT or
<br />CONSULTANT’S officers, employees, or subconsultants occurring during the scope of CONSULTANT’s work on
<br />the Project and provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury,
<br />sickness, disease, or death, or to injury to or destruction of tangible property. CONSULTANT’s obligation to
<br />indemnify the CLIENT and CLIENT’s officers and employees harmless does not include a duty to defend . This
<br />indemnification shall not apply to third-party claims or actions for consequential damages, lost revenues,
<br />increased expense, or lost profits, nor to any claim for punitive or exemplary damages .
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<br />2. Liability of Client. To the fullest extent permitted by law and subject to the maximum limits of liability set forth
<br />in Minnesota Statutes Section 466.04, CLIENT shall indemnify CONSULTANT from losses, damages, and
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