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General Conditions
<br />1. All required services outside SCOPE OF WORK outline will be provided upon the CLIENT'S request and will be billed at the rates quoted on the CURRENT
<br />FEE SCHEDULE. A copy of the CURRENT FEE SCHEDULE has been made available to CLIENT or is attached hereto. Rates and multiples for Additional
<br />Services and other services as set forth in the fee schedule shall be adjusted annually in accordance with normal salary review practices of Consultant.
<br />2. Fees outlined in this contract will be adhered to subject to site conditions and criteria set forth by the CLIENT and requirements of all applicable governmental
<br />agencies, utility companies, etc., in effect on the date of the CONSULTANT'S signing of this contract. No work by the CONSULTANT will commence until fully
<br />dimensioned and client- approved plans have been received from CLIENT. Subsequent changes to the plans, which require additional work by the
<br />CONSULTANT, will result in extra charges at the rates quoted on the CURRENT FEE SCHEDULE.
<br />3. Field staking will be performed one time only for the fees quoted. Any restaking due to the loss of stakes beyond the CONSULTANT'S control will be billed at
<br />the rate on the CURRENT FEE SCHEDULE. In addition, fees outlined for field survey and construction staking are subject to the CONSULTANT being able to
<br />perform each item without delays beyond its control. The CLIENT shall request construction - staking items a minimum of two (2) working days in advance of
<br />when desired.
<br />4. In the event that a question or claim may arise as to an error or omission in the CONSULTANT'S work or plans, the CONSULTANT will assume no liability for
<br />errors or omissions unless notified within 48 hours of the client's discovery of such. If notified within 48 hours, the CONSULTANT will have the right to remedy
<br />any such errors or omissions within a reasonable and agreed upon time thereafter, at no additional cost to the CLIENT. The CONSULTANT will assume no
<br />liability for construction staking unless all stakes are maintained intact and verified as to their origin.
<br />5. The CLIENT shall give separate authorization to the CONSULTANT to commence each item of work as outlined in the SCOPE OF WORK.
<br />6. CLIENT will be billed monthly, based upon percentage of work completed and /or hourly charges and reimbursable costs. Invoices are due and payable upon
<br />presentation. Objections to invoices not made in writing within thirty (30) days of the billing date are waived. A FINANCE CHARGE of one and one half
<br />percent (1.5) per month (18% ANNUAL PERCENTAGE RATE) will be added to portions of accounts over 30 days past due. FINANCE CHARGES may be
<br />compounded. CLIENT's failure to make timely payments is justification for suspension of all services and withholding of all deliverables until payment is
<br />received or other written agreements made. CONSULTANT shall be entitled to recover all costs, expenses and fees incurred by CONSULTANT (including
<br />litigation and arbitration fees and costs, reasonable attorneys' fees, and CONSULTANT's internal labor at the rates quoted on the CURRENT FEE
<br />SCHEDULE) due to CLIENT's failure to make timely payments.
<br />7. This Agreement may be terminated by either party upon seven (7) days' written notice. In the event of any termination, the CONSULTANT will be paid for all
<br />services rendered to the date of termination plus unpaid reimbursable expenses. Such termination shall not affect the parties' accrued rights and liabilities as
<br />of the date of termination. Without limiting the generality of the foregoing, paragraphs 4, 6, 9, 10, 11, 12, 14, 15, and 16 of these General Conditions shall
<br />survive any cancellation, expiration, or termination of this Agreement.
<br />8. The CONSULTANT will not be responsible for the cost of permits, title company charges, governmental review fees, soil reports, printing, photographic
<br />charges, etc. as applicable, except those printing charges necessary for the CONSULTANT to do it's work. The CONSULTANT will be reimbursed for such
<br />charges paid by it for the CLIENT at the rates quoted on the CURRENT FEE SCHEDULE.
<br />9. The CONSULTANT will not be responsible or liable for the following:(a) Any use of plans, surveys, specifications, etc. not signed and sealed by the
<br />CONSULTANT and approved by the appropriate governmental agencies; (b) Inaccuracy of data, plans, legal descriptions or any other information supplied by
<br />the CLIENT or others; (c) Site soil, hydrologic, or geologic conditions; (d) Changes to the plans and specifications made by the CLIENT or others; (e) Job site
<br />conditions; or (f)The performance of work on this project by any construction contractor or third party.
<br />10. All original work will be property of the CONSULTANT. The CLIENT at its request will be furnished with reproducible copies as a reimbursable expense. All
<br />documents furnished by the CONSULTANT are instruments of its service. They are not suitable for reuse or extensions of this project or any other project.
<br />CONSULTANT is the author of these documents and retains all common law, statutory and /or reserved rights, including copyright. Any reuse without specific
<br />written approval by the CONSULTANT in each case will be at the sole risk of the user and without liability or legal exposure to the CONSULTANT.
<br />11. Neither the CLIENT nor the CONSULTANT shall assign, sublet or transfer any rights under or interest in the contract without the written consent of the other.
<br />Nothing herein shall be construed to give any rights or benefits hereunder to anyone other then the CLIENT or CONSULTANT.
<br />12. The CONSULTANT makes no representation concerning any cost estimate figures made in connection with maps, plans, specifications or drawings other than
<br />that all cost figures are estimates only and the CONSULTANT shall not be responsible for fluctuations in costs or quality figures.
<br />13. The CLIENT agrees to cooperate in every way requested by the CONSULTANT to expedite the completion of the work set forth in the contract. The CLIENT
<br />agrees to provide the CONSULTANT access to the property involved and to make available any records, documents, deeds, legal descriptions or other items
<br />requested by the CONSULTANT for the reasonable pursuit of the completion of the work.
<br />14. The CONSULTANT makes no warranty, either expressed or implied, as to its services. Services will be performed in accordance with generally accepted
<br />engineering and /or surveying practices.
<br />15. Any claim, dispute or other matter in question arising out of or relating to this Agreement or breach thereof ( "Claim ") in which the aggregate amount in
<br />controversy exclusive of interest, attorneys' fees and costs, is less than or equal to $100,000 shall be decided by binding arbitration in Minneapolis in
<br />accordance with the Construction Industry Rules of the American Arbitration Association. Judgment on any award by the arbitrator(s) shall be enforceable in
<br />any court having jurisdiction. Any Claim in which the aggregate amount in controversy, exclusive of interest, attorneys' fees and costs, is greater than
<br />$100,000 shall be resolved by litigation in the State or Federal Court located within Hennepin County, Minnesota. Consultant and Client expressly consent to
<br />the exclusive personal jurisdiction and venue of the Minnesota courts for all purposes relating to this Proposal. The parties waive trial by jury. This Agreement
<br />shall be governed by Minnesota law, without regard to conflicts of law principles.
<br />16. CONSULTANT'S TOTAL LIABILITY TO CLIENT FOR ANY LOSS, CLAIM OR DAMAGE ARISING OUT OF THE NEGLIGENCE OR OTHER LEGAL FAULT
<br />OF CONSULTANT IN PERFORMING ITS SERVICES SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT STATED IN THIS PROPOSAL AS
<br />COMPENSATION FOR CONSULTANT'S BASIC SERVICES, OR (II) THE LIMITS OF ANY INSURANCE ACTUALLY AVAILABLE TO THE CONSULTANT.
<br />AT ANY TIME PRIOR TO COMMENCEMENT OF SERVICES. CLIENT MAY, BY PAYING A 20% PREMIUM IN ADDITION TO CONSULTANT'S FEE,
<br />ELIMINATE THIS LIMITATION ON LIABILITY. In no event shall CONSULTANT be liable for loss of profits, loss of use, loss of revenue, or any or special,
<br />indirect or consequential damages of any kind.
<br />17. NOTICE OF LIEN RIGHTS (MINNESOTA): (a) Any person or company supplying labor or materials for this improvement to
<br />your property may file a lien against your property if that person or company is not paid for the contributions. (B) UNDER
<br />MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS
<br />IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE
<br />THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER
<br />SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY
<br />NOTICE.
<br />18. There are no understandings or agreements except as herein expressly stated.
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