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General Provisions of Professional WIDSETH
<br /> Land Survey Agreement SMITH
<br /> These General Provisions are intended to be used in conjunction with a letter-type Agreement , NOLTING
<br /> or a Request for Services between Widseth Smith NolGng,a Minnesota Corporation,hereinafter
<br /> referred to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain Larxi °r"""��������°�"'�
<br /> Surveying services on a Project.
<br /> As used herein,the tertn°this AgreemenY refers to(1)fhe WSN Proposal Letter which ARTICLE 4.ABANDONMENT,CFIANGE OF PLAN AND TERMINATION
<br /> beoomes the Letter Agreement upon its acoeptance by the Client,(2)these General Provisions Either Parry has the right to tertninate this Ag2ement upon seven days written notice.In
<br /> and(3)any attached Exhibits,as if fhey were part of one and the same document.With respect addition,the CLIENT may at any iime,reduce the scope of this AgreemenL Such reduction in
<br /> to the order of precedence,any altached Exhibits shall govem over these General Provisions, scope shall be set forth in a written noGce from the CLIENT to WSN.In the event of
<br /> and the Letter Agreement shall govem over any attached Exhibits and these General unresolved dispute over change in soope or changed conditans,this Agreement may also be
<br /> Provisions. These documents supersede all prior communica6ons and constitute the entire terminated upon seven days written notioe as provided above.
<br /> Agreement belween the parties. Amendments to this Agreement must be in writing and signed
<br /> by both CLIENT and WSN. In the event of tertninatbn,and upon payment in full for all work perfortned and expenses
<br /> incurred to the date of tertnina6on,documents that are iden6fied as deliverables under the
<br /> Letter F�reement whether finished or unfinished shall be made available by WSN to the
<br /> ARTICLE 1.PERIOD OF SERVICE CLIENT pursuant to Article 5,and there shall be no furlher payment obligation of the CLIENT
<br /> The tertn of lhis Agreement for the pertormance of services hereunder shall be as set forth in to WSN under this P�reement except for payment of an amount for WSN's anticipated profit
<br /> the Letter Agreement.In this regard,any lump sum or esbmated maximum payment amounts on the value of the services not perfortned by WSN and computed in accordance with the
<br /> set forth in the Letter Agreement have been established in anticipatbn of an orderty and provisions of Arrticcle 3 and the Letter Agreement.
<br /> continuous progress of the Project in accordance with the schedule set foAh in the Letter
<br /> Agreement or any Exhibits attached the2to.WSN shall be en6tled to an equftable adjustment In the event of a reductan in scope of the Project wo�C,WSN shall be paid for the woAc
<br /> to its fee should there be an intertuption of senrices,or amendment to the schedule. performed and expenses incurred on the Project work fhus reduoed and fa any completed
<br /> and abandoned work,for which payment has not been made,computed in accordance with
<br /> the provisions of Artide 3 and the Letter Agreement.
<br /> ARTICLE 2.SCOPE OF SERVICES
<br /> The scope of services covered by this Agreement shall be as set foAh in the Letter Agreement
<br /> or a Request for Services. Such scope of services shall be adequately described in order that ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> both the CLIENT and WSN have an understanding of the expected work to be perfortned. All reports,plans,specificatans,field data and notes and other documents,induding alI
<br /> documenls on electronic media,prepar�ed by WSN or its consultants are Instrumenls of
<br /> If WSN is of the opinion that any work they have been directed to perfortn is beyond the Scope Service and shall remain the property of WSN or its consultants,respectively. WSN and fts
<br /> of this Agreement,or that the level of effort required significantly exoeeds thal estimated due to suboonsultants relain all comrtron law,statubry and other reserved rights,induding,without
<br /> changed conditans and thereby oonstitutes e�ra work,they shall notify the CLIENT of that fact. limitation,copyright. WSN and its subconsuttants maintain ihe right to detertnine if
<br /> Extra work,additional compensation for same,and eMensan of 6me for completion shall be production will be made,and allowable fortnat for producGon,of any electronic media or data
<br /> covered by a revision to the Letter F�reement or Request for Services and entered into by both to CLIENT or any third�arty. Upon payment in full of monies due pursuant to the
<br /> parties. Agreement,WSN shall make harcl copies available to the CLIENT,of all documents that are
<br /> identified as deliverables under the Letter Ag2ement. If the documents have not been
<br /> finished(induding,bul rwt limited to,completion of final quality control),then WSN shall have
<br /> ARTICLE 3.COMPENSATION TO WSN no liability for any claims expenses or damages that may arise out of items that could have
<br /> A. Compensation to WSN for services described in this Agreement shall be on a Lump Sum ��(�during comptetanlquality control. Any Instruments of Senrice provided are
<br /> basis,Percentage of Constructan,andlor Hourly Rate basis as designated in the Letter not intended or represented to be suitable for reuse by the CLIENT or others on extensions
<br /> Agreement of the Project or any other project.Any modifica6on or reuse wifhout written verificatan or
<br /> adaptatbn by WSN for the specific purpose intended will be at CLIENT's sole risk and
<br /> t. In addition to the foregoing,WSN shall be reimbursed for items and services as set forth without liability or legal exposure to WSN.CLIENT shall indemnify,defend and hold harmless
<br /> in the Letter Agreement or Fee Schedule and the following Direct Expenses when WSN from any and all suits or daims of third parties arising out of use of unfinished
<br /> incurred in the perfortnance of the work: documents,or modifica6on or reuse of finished documents,which is not specifically verified,
<br /> adapted,or authorized in writing by WSN. This indemniry shall survive the termina6on of this
<br /> (a)Travel and subsistence. Agreement.
<br /> (b)Specialized computer services or programs.
<br /> (c)Outside professional and technical services with cost defined as the amount billed Should WSN choose to deliver to CLIENT documents in electronic fortn,CIIENT
<br /> WSN. acknowledges that difterences may exist beMeen any electronic files delivered and the
<br /> (d)Identifiade reproduction and reprographic oosts. printed hard�opy. Copies of documents that may be relied upon by CLIENT are limited to
<br /> (e)Other expenses for ftems such as pertnil applicatlon fees,license fees,or other the printed hard�copies that are sgned andlor sealed by WSN. Files in electronic form are
<br /> additional items and services whether or not speafically identfied in the Letter onty for convenience of CLIENT. Any condusan or infortnatbn obtained or derived from
<br /> Agreement or Fee Schedule. such electronic documents will be at users sole risk. CLIENT adcnowiedges that the useful
<br /> life of some fortns of electronic media may be limited because of deterioratan of the media or
<br /> 2. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice obsolescence of the computer harcNvare andlor software systems.Therefore,WSN makes
<br /> based on computations made in accordance with the above charges for services no representa6on that such media will be fully usable beyond 30 days from date of delivery to
<br /> provided and expenses inarred to date,accompanied by supporGng evidence as CLIENT.
<br /> available.
<br /> ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> B.The CLIENT will pay the balance stated on the invoice unless CLIENT no6fies WSN in In lieu of or in addition to siqning the acceptance Wank on the Letter P�reement,the CLIENT
<br /> writing of the particular item that is alleged to be incortect vvilhin 15 days from the date of may accept this Agreement by pertnitting WSN to commence work on the project or by
<br /> invoice,in which case,onty the disputed item will remain undue un61 resolved by the paAies.All issuing a purohase order signed by a duly aufhorized representative.Such purchase order
<br /> accounts unpaid after 30 days from the date of original invoice shall be subjed to a service shall incorporate by reference the tem�s and condiUons of this Agreement In the event of a
<br /> charge of 1%per rtanth,or the maximum amount authorized by law,whichever is less.WSN conflicl beM�een the terms and conditions of this Agreement and those contained in the
<br /> shall be en6tled to recover all reasonable costs and disbursements,including reasonaWe CLIENTs purchase order,the tertns and condi6ons of this Agreement shall govem.
<br /> attaneys fees,incurred in connedbn with collecting artaunt owed by CLIENT.In addition, Notwithstanding any purchase order provisions to the conUary,no wart�tees,exp2ss or
<br /> WSN may,after giving seven days written notice to the CLIENT,suspend services and withhoki implied,are made by WSN.
<br /> deliverables under this Agr�eement until WSN has been paid in full for all artwunts then due for
<br /> services,expenses and charges.CLIEN7 agrees that WSN shall not be responsible for any
<br /> claim for delay or other consequential damages arising from suspensbn of servioes hereunder.
<br /> Upon payment in fuY by Client and WSN's resumption of services,the Gme for perfortnance of
<br /> WSN's services shall be equitably adjusted to account for the period of suspension and other
<br /> reasonable bme necessary to resume perfortnance.
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