6.2. HRSR 03-06-2023 - Laserfiche WebLink

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EXHIBIT A TERMS AND CONDITIONS PAYMENTS: Client shall pay for all services, materials, and equipment furnished by Veit within thirty (30) days of the date of Veit's invoice. All invoices not contested in writing within fifteen (15) business days of receipt are deemed accepted by Client as true and accurate and are payable in full. Interest will be charged on all accounts not paid when due at the maximum rate allowed by law. In the event Client fails to pay Veit all amounts which become due under this Service Agreement or fails to perform its obligations hereunder, and Veit refers such matter to an attorney or collection agency, Client shall pay, in addition to the amounts due, any and all costs incurred by Veit as a result of such action, including reasonable attorney fees. RETAINAGE: Client may withhold as retainage zero percent (0%) of the contract amount. CHANGE ORDERS: Client reserves the right to make changes to the work as necessary. If changes are made, fair adjustments to Veit’s price and schedule shall be made. CANCELLATION: Client shall pay Veit for all costs of work performed including material, services, and equipment provided should this contract be canceled for any reason beyond the direct control of Veit. Cancellation for convenience of the Client, directives of governmental agencies, non-issuance of required permitting based upon the proposed program of work, or other reasons beyond the direct control of Veit shall be reimbursable at actual cost plus audited overhead and ten percent (10%) profit. INSURANCE: Veit shall provide at its own expense and maintain during the term of this Agreement insurance to cover Veit’s activities in connection with this Project. Such insurance shall provide coverage of the nature and in the amounts listed below: a. For claims covered by Workers' Compensation and Employer's Liability, the amount of statutory limits for any state in which operations are to be performed. b. Insurance upon each motor vehicle used by Veit in connection with the work providing public liability coverage as to such vehicle of vehicles of not less than $1,000,000 for one injury and $1,000,000 for all injuries in one accident, and property damage coverage of not less than $1,000,000 applying to any one loss. c. A comprehensive general liability policy providing bodily injury coverage, including death for not less than $1,000,000 coverage as to each occurrence and $1,000,000 aggregate. Notwithstanding any other provision of this Agreement to the contrary, should any policy required above be canceled or otherwise terminated before the completion of the work hereunder, Veit shall exert all reasonable efforts to procure and provide certificates of such insurance to Client upon written request. In the event that Veit is unable to obtain the required insurance coverage on a reasonable basis, then either Veit or Client shall have the right to terminate this Contract without penalty. INDEMNIFICATION: Veit will indemnify and hold harmless Client, its directors, employees, agents and officers, from and against only those claims, causes of action, liabilities, costs of expenses, including reasonable attorney's fees, attributable to bodily injury, death or property damage which Client may incur or which may be asserted against Client and which result from Veit's solely negligent acts in the performance of this Agreement. In no event shall Veit's liability under this indemnification provision exceed, either for a single incident or in the aggregate, the insurance amounts specified in this Agreement. SUBCONTRACTORS: Veit may enter into agreements with subcontractors for performance of services within the scope of the work hereunder; provided, however, that Veit shall notify Client of the identity of each subcontractor and the nature of the work to be performed by that subcontractor, and provided further that Veit shall remain responsible for performance of the work in compliance with plans and specifications. CONTRACTUAL RELATIONSHIP: Veit is an independent contractor and not an agent, servant or representative of Client. Veit’s activities while on the premises/jobsite shall be as negotiated and set forth in this contract and under no circumstances shall Veit assume any operations responsibility. It is the express intent of the parties that Client shall remain the sole operator of Client’s premises/jobsite. PLANS & SPECIFICATIONS: Unless otherwise noted in the body of this document, Client is solely responsible for preparation of plans and specifications relating to the work to be performed hereunder, and Veit makes no representations or warranties regarding those documents. Changed conditions will be negotiated prior to performance of the work. LIMITED WARRANTY & LIMITS OF LIABILITY a. Warranty: Veit's sole and exclusive warranty with respect to all work and labor specified herein is that is shall perform the work in accordance with plans and specifications. NO OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND IS GIVEN. b. Exclusive Remedy: All work is warrantied for one year from completion thereof ("the warranty period"). If within the warranty period Veit receives prompt written notice form Client that work was defective, Veit, at its discretion, shall repair or replace defective work or refund all or a portion of the contract price thereof. The foregoing shall be the Client's exclusive remedy for defective work. c. Limitation of Liability: IT IS HEREBY SPECIFICALLY AGREED BY AND BETWEEN VEIT AND CLIENT THAT IN NO EVENT SHALL VEIT'S LIABILITY TO CLIENT EXCEED EITHER: (1) THE AMOUNT SPECIFIED UNDER SUBPARAGRAPH INSURANCE FOR A WORKER'S COMPENSATION CLAIM, OR (2) AS TO ALL OTHER LIABILITY, INCLUDING LIABILITIES ARISING OUT OF THE USE OF OPERATION OF MOTOR VEHICLES, LIABILITIES OF THE TYPE NORMALLY COVERED BY A COMPREHENSIVE GENERAL LIABILITY POLICY PROVIDING BODILY INJURY COVERAGE, INCLUDING DEATH, THE SUM OF $2,000,000 IN THE AGGREGATE. d. Exclusion of Damages: VEIT SHALL NOT BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF PRODUCTION OR LOSS OF OPPORTUNITY APPLICABLE LAW: This Agreement shall be construed, governed, and interpreted in accordance with the laws of the state where the work is performed, excluding the rules relating to the choice of law. DISPUTE RESOLUTION: All disputes shall be litigated and venued in the county where the work is performed. As a condition precedent to filing suit the Client and Veit’s Executives in charge of the Project shall first meet in Minneapolis, Minnesota for at least one day to attempt to resolve issues in dispute. PRE-LIEN NOTICE: (A) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. (B) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE. FORCE MAJEURE: Except with respect to payment obligations under this Agreement, neither party shall be liable for delays or failure to perform resulting from acts beyond its reasonable control, including, without limitation, any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, pandemic or public health emergency, civil unrest, change in any law or regulation, fire, flood, earthquake, storm or other like event (each, a 'Force Majeure Event'). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence in writing. In the event of a Force Majeure Event, each party agrees to take reasonable steps to minimize delay in performance and mitigate their effects but shall have no liability with respect thereto. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and it supersedes and replaces all discussions, communications, undertakings and agreements between the parties with respect to this subject matter. This Agreement shall not be modified or amended except as set forth in a written amendment to this Agreement, signed by both parties.