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<br />Public Standard Form – MN Page 3 of 8 v202504
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<br />this Agreement until CONSULTANT has been paid in full for all past due amounts for undisputed services,
<br />expenses and charges, without waiving any claim or right against the CLIENT and without incurring liability
<br />whatsoever to the CLIENT.
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<br />4. Documents Retention. The CONSULTANT will maintain records that reflect all revenues, costs incurred, and
<br />services provided in the performance of the Agreement. The CONSULTANT will also agree that the CLIENT,
<br />State, or their duly authorized representatives may, at any time during normal business hours and as often
<br />as 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 CONSULTANT which are
<br />relevant to the 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
<br />of the project from that described in Exhibit A, and such changes require Additional Services by the CONSULTANT,
<br />the 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. Except for Additional Services required to address emergencies or acts of God that impact the
<br />Project, the CONSULTANT shall furnish an estimate of additional cost, prior to authorization of the changed scope
<br />of work.
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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,
<br />errors 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
<br />on the Project and provided that any such claim, action, loss, damages, or judgment is attributable to bodily
<br />injury, sickness, disease, or death, or to injury to or destruction of tangible property. CONSULTANT’S
<br />obligation to indemnify the CLIENT and CLIENT’s officers and employees harmless does not include a duty to
<br />defend. This indemnification shall not apply to third-party claims or actions for consequential damages, lost
<br />revenues, 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
<br />forth in Minnesota Statutes Section 466.04, CLIENT shall indemnify CONSULTANT from losses, damages, and
<br />judgments (including reasonable attorneys’ fees and expenses of litigation) arising from claims or actions
<br />relating to the Project, provided that any such claim, action, loss, damages, or judgment is attributable to
<br />bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, but only to the
<br />extent caused by the acts or omission of CLIENT or CLIENT’S employees, agents, or other consultants. 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 />3. To the fullest extent permitted by law, CLIENT and CONSULTANT waive against each other, and the other’s
<br />employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for
<br />or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in
<br />any way related to this Agreement, from any cause or causes. CLIENT waives all claims against individuals
<br />involved in the services provided under this Agreement and agrees to limit all claims to the CONSULTANT’S
<br />corporate entity.
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