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General Provisions of Professional B.TheCLIENTwillpaythebalance WIDSETH
<br /> stated on the invoice unless CLIENT
<br /> Services Agreement notfies WSN in writing ofthe particular SMITH
<br /> item that is alleged to be incorrect within ,
<br /> 15 days from the date of inwice,in which NOLTING
<br /> These General Provisions are intended to be used in conjuncfion wffh a letter-type Agreement �yy��only the disputed item will remain
<br /> or a Request far Services belween Widseth Smith Nolfing,a Minnesota Corporation,hereinalter undue until resolved by the par�es.Ali
<br /> referted to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain axounts unpaid after 30 days from the ���s�����'����� .
<br /> Archftectural,and/or Engineering servic�s on a Praject. date of ariginal inwice shall be subject to a service c�harge of 1%per month,or the
<br /> ma�dmum artrouM aufhorized by law,whichever is less.WSN shall be entitled to recover all
<br /> As used herein,the tertn`this AgreemenP refers to(1)the WSN Proposal Letter which reasonable costs and disbursements,including reasonable attomeys fees,incurted in
<br /> becomes the Letter Agreement upon'rfs acoeptar�ce by the Client,(2)these General Provisions connection with collec6ng amount owed by CLIENT.In addition,WSN may,after giving
<br /> and(3)any attached Exhibits,as'rf they were part of one and the sartre document With respect seven days written notice to the CLIENT,suspend services and withhold deliverables under
<br /> to the order of precedence,any attached Exhibits shall govem over these General Provisions, this Agreement until WSN has been paid in fuu for all amounts then due for services,
<br /> and the Letter Agreement shap govem over any aBached Exhibits and these General expenses artd charges.CUENT ag�ees that WSN shall not be respons�ble for any claim for
<br /> Provisions. These documents supersede all prior communications and cor�stitute the entire delay or ather consequantial damages arising from suspension of servic�s hereunder. Upon
<br /> Agreement between the parties. Amendments to this Agreement must be in writing and signed payment in full by Client and WSN's resump6on of services,the time for parfortnance of
<br /> by both CLIENT and WSN. WSN's servic�s shall be equitably adjusted to acxaunt for the period of suspension and other
<br /> reasonable time nec�ssary to resume pertormance.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The tertn of this Agreement for the perfortnance of services hereunder shall be as set forth in pRTICLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> the Letter Agreement.In this regard,any lump sum ar es6mated maximum payment amounts EiUier Party has the right ta terminate this Agreement upon seven days written notice.In
<br /> set forth in the LetterAgreement have been established in anticipation of an orderty and addiGon,the CLIENT may at any time,reduce the scope of this Agreement.Such reduction in
<br /> conUnuous prt�gress of the Project in accordance with the schedule set torth in the Letter �pe shall be set forth in a written notice irom the CLIENT to WSN.In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be entiUed to an equitable adjustment unresolved dispute over change in scope or changed conditions,this Agreement may also be
<br /> to its fee should there be an intertuption of servic;es,or amendment to the schedule. terminated upon seven days written notice as provided above.
<br /> In the event of termination,and upon payment in full for all xrork performed and expenses
<br /> ARTICLE 2.SCOPE OF SERVICES incurred to the date of termination,documents that are identified as deliverables under the
<br /> The scope of services covered by this Agreement shall be as set forth in the LetterAgreement LetterAgreement whether finished ar unfinished shau be made available by WSN to the
<br /> or a Request for Services. Such scope of srervices shall be adequatety described in order U�at CLIENT pursuant to Articcte 5,and there shall be na further payment abligation af the CLIENT
<br /> both the CLIENT and WSN have an understanding of the e�ected work to be perfortned. to WSN under this Agreement ettcept for payment of an amount for WSN's anticipated profit
<br /> on the value of the services not perfortned by WSN and computed in accordance with the
<br /> If WSN is of the opinion that any work they have been directed to perfortn is beyond the Scope pr�h�ions of Aficle 3 and the Letter Agreement.
<br /> of this Agreertrent,or that the level of effort required signifiqnUy exceeds that estimated due to
<br /> changed conditions and thereby canstitutes e�dra work,they shail notify the CLIENT of that fact. In the event of a reduati�on in scope af the Pioject work,WSN shall be paid for the work
<br /> Extra work,addi�onal compensation tor same,and extension of time for comptetion shall be performed arb expenses incurred on the Project work thus reduced and for any completed
<br /> covered by a revision to the Letter Agreertrent or Request for Servic�s and entered into by both and abandoned work,for which payment has not been made,computed in accordance with
<br /> P��� the provisions af Ar6cle 3 and the Lgflar Agreement.
<br /> ARTICLE 3.COMPENSATION TO YVSN ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A. Compensa6on to WSN for servic;es described in this Agreement shall be on a Lump Sum Ali reporis,plans,specifiptions,field data and rrotes and ather documents,irtcluding all
<br /> basis,Peroentage of ConsVuction,arni/or Hourly Rate basis as designated in the Letter documents on electronic media,prepared by WSN or ifs consultants are Instruments of
<br /> Agreement and as hereinatter described. Service and shail remain the property of WSN ar its consultanis,respectively. WSN and its
<br /> subconsultants retam an comman law,statutory and other reserved righis,including,without
<br /> 1. A Lump Sum method of payment for WSN's servic�s shall apply ta all or paRs of a work limitation,copyright WSN and its subconsultanLs mamtain the right to detertnine if
<br /> scope where WSN's tasks can be readily defined and/or where the levei of effort required production will be made,and allowabte fortnat tor production,of any elec6nnic media or data
<br /> ta accomplish such tasks can be�irnated with a reasonable degree of acxuracy. The to CUENT or any third-party. Upon payment in full of monies due pursua�to the
<br /> CLIENT shau make monthly payments to WSN within 30 days of date of invoice based Agreament,WSN shall make hard copies available to the CLIENT,of all documents that are
<br /> on an estimated percentage of completion of WSN's services. identified as deliverables under the LetterAgreement If the documents have rrot been
<br /> finished(inciuding,but irot limited to,completion of final quality cantroQ,then WSN shall have
<br /> 2. A Percentage of Construction or an Hourly Rate meihod of payment of WSN's se� no liability for any claims expenses or damages thffi may arise out of items that could have
<br /> shail appiy to ail or parts of a work scope where WSMs tasks cannot be readily defined been cortected during completian/quality control.Any Instruments of Service provided are
<br /> andlor where the level of etfoR required to accomplish such tasks cannot be esdmated not intended or represented to be suitable tor reuse by the CLIENT or others on extensior�s
<br /> with any reasonable degree of accuracy.Under an Houriy Rate meihod of payment, of the Project or any other project Any modificabon or reuse without written verification or
<br /> WSN shall be paid for the aclual hours worked on the Project by WSN technical adaptation by WSN for the specific purpose intended will be at CLIENT's sote risk and
<br /> personnel times an hourly blling rate established for each employee.Hourly bi�ing rates without liability or legal exposure to WSN.CUENT shall indemnify,deferM and hotd harmless
<br /> shall include compensation for all salary cbsts,payro0 burden,general,and WSN from any and all suits or claims af third parties arising out of use of unfinished
<br /> administrative overhead and professional fee. In a Percentage of Construction method documents,or madification or reuse af finished documents,which is not specifically verified,
<br /> of payment,final compensa6on will be based on actual bids if the project is bid and adapted,or author¢ed in writing by WSN.This indemnity shall survive the tertnination of this
<br /> WSN's estimate to the CLIENT'rfthe project is not bid.A rate schedule shall be Agreement.
<br /> fumished by WSN to CLIENT upon which to base periodic payments to WSN.
<br /> Should WSN choose to deliver to CLIENT dacuments in electronic fortn,CLIENT
<br /> 3. In addition to the foregoing,WSN shail be reimbursed for items and servic�s as set forih aclmowledges that dilferences may epst behveen arry electranic files delivered and the
<br /> in the Letter Agreement or Fee Schedule and the foilowing Direct Expenses when printed hard�opy. Copies of documents that may be relied upon by CUENT are limited to
<br /> incurred in the perfortnance of the work: the printed hard-copies that are signed and/or seafed by WSN. Flles in electronic fortn are
<br /> onty for convenience of CLIENT. My cor�clusion or information obtained or deri�ed from
<br /> (a)Travel arni subsistence. such electronic documents will be at user's sole risk. CLIENT ackrrowledges that the useful
<br /> (b)Speciai¢ed computer servic�s or pragrams. life of some fortns of elec6onic media may be limited because of deterioretion af the media or
<br /> (c)Outside professional and technical servioes with cost defined as the amount billed obsolescence of the computer hardware andfar software systems.Therefore,WSN makes
<br /> WSN. no representation that such media will be fully usable beyrond 30 days from date of delivery to
<br /> (d)Identifiable reproduction and reprographic cnsts. CLIENT.
<br /> (e)Other expenses for items such as pertnit appliption fees,license fees,or other
<br /> additional items and servic�s whether or not specifically identified in the Letter ARTICLE 8.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> Agreement or Fee Schedule. In lieu of or in addition io signing the accephance blank on the Letter Agre�nent,the CLIENT
<br /> may acxept this Agreement by permitting WSN to commence xrork on the project ar by
<br /> 4. The CLIENT shail make monthly payments to WSN within 30 days of date of invoice issuing a purchase order signed by a duly author¢ed rapresentative.Such purchase order
<br /> based on computations made in accordam�with the above charges for services shall incorporate by reference the tertns and condi�ons of this Agreement.In the event of a
<br /> pravided arM expenses incurred to date,acxompanied by supporting evidence as conflict between the tertns and condi�ons of this Agreement and those contairred in the
<br /> available. CLIENTs pur�hase order,the terms and condiUons of this Agreement shall govem.
<br /> Nolwithstanding any purchase order provisions to the contrary,no wartantees,express or
<br /> implied,are made by WSN.
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