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EXHIBIT A <br /> TERMS AND CONDITIONS <br /> This Exhibit A, Terms and Conditions, is incorporated into and made a part of the agreement by <br /> and between Leo A Daly Company ("Consultant") and The City of Centerville, MN <br /> ("Owner") dated March 21, 2019 (the "Agreement"). The Consultant and Owner(also referred <br /> to collectively as the "Parties" and individually as "Party") agree to the following terms and <br /> conditions: <br /> 1.0 Standard of Care. The standard of care for all services performed or furnished by <br /> Consultant under the Agreement shall be in conformance with the skill and care ordinarily <br /> exercised by similar professionals providing similar services in the same location at the same <br /> time and under similar circumstances (the "Standard of Care"). <br /> 2.0 Limitation of Liability. In recognition of the relative risks and benefits of the Agreement <br /> to both the Owner and Consultant,to the fullest extent permitted under applicable law, Owner <br /> agrees that Consultant's total liability for any and all claims, losses, costs, damages, or <br /> expenses including, without limitation, reasonable attorneys' fees and costs, of any nature <br /> whatsoever, shall not exceed $2,000,000. It is intended that this limitation of liability shall <br /> apply to any and all liability or cause of action, whether in contract, warranty, tort, or <br /> otherwise, however alleged or arising. <br /> 3.0 Mutual Waiver of Consequential Damages. In no event shall either party under the <br /> Agreement be liable to the other party, whether in contract, warranty, tort, or otherwise, for <br /> any special, indirect, incidental, or consequential damages of any kind or nature whatsoever. <br /> 4.0 Intellectual Property. <br /> 4.1 "Intellectual Property" as used in these Terms and Conditions shall mean any and all <br /> copyrightable works, copyrighted works, patentable inventions, patented inventions, <br /> trademarks, service marks, trade secret, know-how, or other proprietary information. <br /> 4.2 "Work Product" as used in these Terms and Conditions shall mean any and all work <br /> created by Consultant in performing its services under this Agreement including, <br /> without limitation,any renderings,drawings,plans,calculations,models,data, and/or <br /> documents, whether in electronic format or hard copies. <br /> 4.3 "Deliverable" as used in these Terms and Conditions shall mean a Work Product <br /> required to be delivered to Owner under the Agreement and actually delivered to <br /> Owner by Consultant. <br /> 4.4 Owner shall own all Deliverables delivered to Owner by Consultant. <br /> 57 <br />