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General Provisions of Professional B•TheCLIENTwillpaythebalance WIDSETH
<br /> stated on the invoice unless CLIENT ,
<br /> Services Agreement notifies WSN in writing ofthe particular ��T�T T
<br /> item that is alleged to be incortect within , 1 rl
<br /> 15 days finm the date of inwice,in which NOLTING
<br /> These General Provisions are intended ta be used in conjunction with a letter-type Agreement ���anly the disputed item wiil remain
<br /> or a Request for Serv�s between Wdseth Smi�Nolting,a Minnesota Carporation,hereinaner undue until resolved by the parties.All
<br /> referted to as WSN,and a CLIENT,wharein the CLIENT engages WSN to provide certain acxaunts unpaid alter 30 days hom ihe ����������� '
<br /> Architectural,and/or Engineering senrices an a Project. date of original inwice shall be subject to a service charge of 1°lo per rtronth,or the ,
<br /> ma�dmum amount aufhorized by law,whichever is less.WSN shail be enMled to rec;over all
<br /> As used frerein,the tertn'this AgreemenY refers to(1)the WSN Proposal Latter which reasonable costs and disbursemenis,including reasonable attomeys fees,incurred in
<br /> becomes the LetterAgreement upon its acceptartce by the Client,(2)these General Provisions conne�fion with collecting amount ox�ed by CLIENT.In addition,WSN may,alter giving
<br /> and(3)any attached Exhibits,as if they were part of one and the same document.With respect seven days written notice to the CLIENT,suspend services and withhold deliverables under I
<br /> to the order of precedence,any attached Fxhibits shall govem over these General Provisions, this Agreement w61 WSN has been paid in fuli for all amounts then due forservices,
<br /> and the LetterAgreement shall govem over any attached Exhibits and these General enpenses and charges.CLIENT agrees that WSN shall not be respons�ble for any claim for �
<br /> Provisions. These documenis supersede ail prior communications and canstitute the entire delay or other consequential 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 resumption of servic�s,the time for performance of I
<br /> by both CLIENT artd WSN. WSN's servic�s shall be equitably adjusted ta account for the period of suspension and other
<br /> reasonable 6me necessary to resume perfortnance. �
<br /> ARTICLE 1.PERIOD OF SERVICE I
<br /> The tertn of this Agreement for the perfortnance of services hsrewdar sha0 be as set forth in qRTiCLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION '�
<br /> the Letter Agreement.In this regard,any lump sum or estimated maximum payment amounts Either Party has the right to temunffie this Agreement upon seven days wririiteen nobce.In I
<br /> set forth in the LatterAgreement have been estabrshed in anbcipation of an orderiy and addition,the CLIENT may at any time,reduce the scope of this Agreertrent.Such reduction in 'i
<br /> continuous progress of the Project in accortiance with the schedule set forth in the Letter scope sha�be set forth in a written natice finm the CLIENT to WSN.In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be entitied to an equitable adjustment unresolved dispute aver change in scope or changed condi�ons,this Agreement may also be I
<br /> to its fee should there be an intertup6on af senric�s,ar amendment to the schedule. tertninated upon seven days written notice as provided above.
<br /> In the event of tertnination,and upon payment in iull for ail work performed and expenses
<br /> ARTICLE 2.SCOPE OF SERVICES incurred to the date of tertnination,documents that are identified as deGvarables under the
<br /> The scope af servic�s covered by this Agreement shall be as set forth in the Letter Agreement Letter Agreement whether finished or unfinished shall be made available by WSN to the
<br /> or a Request for Servic�s. Such scope of services shall be adequately desaibed in order that CLIENT pursuant to Article 5,and there shall be no further payment obiigation of the CUENT
<br /> both the CLIENT and WSN have an understand'mg of the e�cpected work to be perfortned. to WSN under this Agreertrent except for payment of an artrount for WSN's anticipated profit
<br /> on the value of the servic�s not performed by WSN and computed in acxordarn�with the I
<br /> If WSN is of the opinion thffi arry work they have been directed to perfortn is beyond the Scope provisions of Article 3 arM the Letter Agreement. �
<br /> of this Agreement,or that the level af etfort required significanUy exceeds that estimffied due ta
<br /> changed condi�ons and thereby car�stitutes extra work,they sha�notify the CLIENT af that fact In the event of a reduction m scope of the Project work,WSN shall be paid for the work ,
<br /> Extra work,additional compensabon far same,and e�dension of tlme tor completion shall be performed ar�d expenses incurred on the Project vrork thus reduced and for any completed 'i
<br /> covered by a re�rision to the Letter Agreement or Request for Services and entered into by both and abandoned work,tor which payment has not been made,computed in accardance with
<br /> parties• the pravisions of Articte 3 and the Letter Agreement.
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<br /> ARTICLE 3.COMPENSATION TO W5N ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A. Campensafion to WSN for services described in this Agreertrent shall be an a Lump Sum qn Bports,plans,specifications,field data and rrotes and other documents,includirtg all
<br /> basis,Percentage of Construction,and/or Houriy Rate basis as designated in the Letter documents on electronic media,prepared by WSN or its consultants are Instruments of
<br /> Agreement arM as hereinalter described. Service and shall remain the property of WSN or its consultants,respectivsiy. WSN and its
<br /> subcansultants retam a�comrtron law,statutory and other reserved rights,induding,without '
<br /> 1. A Lump Sum method of payment for WSN's servic�s shall apply to all ar parts of a work limitation,copyright WSN and its subconsuftants maintain the right to detertnine'rf
<br /> scape where WSMs tasks can be readily defined and/or where the level of effoR required production wili be made,and allowabla tortnat for production,of any electronic media or data
<br /> ta accomptish such tasks can be estimated with a reasonable degiee of accuracy. Ttre to CLIENT or any third-parly. Upon payment in full of monies due pursuant to the
<br /> CLIENT shall make monthly paymeMs to WSN within 30 days of date of inwice based Agreem�t,WSN shall make hard copies available ta the CLIENT,of all documents that are
<br /> on an es6maffid percentage of comple6on of WSN's services. identified as deliverables under the Letter Agreement. If the dawments have rrot been
<br /> finished(including,but rrot limited to,completion af final quality controQ,then WSN shall have
<br /> 2. A Percentage af Construction or an Houdy Rate methad of payment of WSN's services no�ablity for any claims expenses or damages that may arise out of items that could have
<br /> shall apply to all or parts of a work scope where WSN's tasks cannat be readily defined been cortecfed during completionlquality control.My Instruments of Service provided are
<br /> and/or where the level of effort required ro accomplish such tasks cannot be esBmated not intended or represented to be suitable for reusa by the CLIENT or others on extensior�s
<br /> with any reasonable degree of acxuracy.Under an Hourly Rate method of payment, of the Project or any ather project.My modifiqUon or reuse without written verification or
<br /> WSN shap be paid for the ach�al hours worked on the Project by WSN technipl adaptation by WSN for the specifrc purpose interMed will be at CLIENTs sole risk and
<br /> personnel 6mes an frouriy b�Gng rate established for each employee.Hourly billing rates without liability ar legal exposure to WSN.CLIENT shall indemnify,defend and hold hartnless ,
<br /> shall indude comparisation for a�salary cbsfs,payroil burden,general,and WSN finm any and all suits or claims of third parties arising out of use of unfinished
<br /> administrative overhead and professional fee. In a Percentage of Construction methal documents,ar modifica6on or reuse of finished documents,which is rrot specificauy verified,
<br /> of payment,final compensa6on will be based on actual bids if the project is bid and adapted,or authorized in writing by WSN. This indemniry shall survive the tertnination of this
<br /> WSMs estimate ta the CLIENT'rfthe project is not bid.A rate schedule shall be Agreement.
<br /> fumished by WSN to CLIENT upon which to base periadic payments to WSN.
<br /> Should WSN choose to deliver to CLIENT documents in electronic tortn,CLIENT
<br /> 3. In addi�on to the foregoing,WSN shall be reimbursed for items and servic�s as set forth acknowtedges that diiFeremm�ss may ebst between any electronic files delivered and the
<br /> in the Letter Agreement or Fee Schedule and the following Direct Expanses when prir�ed hard-copy. Copies of documents thffi may be relied upon by CUENT are limited to
<br /> incurted in the perfortnance of the work: the printed hard-oopies that are signed and/or sealed by WSN. Fles in electranic form are
<br /> only for convenience of CLIENT.Any cor�clusion or infortnation obtairred or demued irom
<br /> (a)Travel arb subsistence. such electronic davments wiil be at user's sole risk. CLIENT acknowtedges that the useful
<br /> (b)Specialized computer servic�s or programs. life of some fortns of electronic media may be limited because of deterioretion of the media or
<br /> (c)Outside professional and technical services with cost defined as the amount billed obsolescence of the computer hardware and/or sofixare systems.Therefore,WSN makes
<br /> WSN. no representation that such media will be fully usable beyond 30 days trom dale of delivery to
<br /> (d)Identifiaable reproduction and reprographic c�sts. CLIENT.
<br /> (e)Other expenses for items such as pertnit application fees,license fees,or other
<br /> additional items and servic�s whether or not speafiqlly 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 addi�on to signing the acxeptance blank on the Letter Agreement,the CLIENT
<br /> may accept this Agreement by pertnitting WSN to commence work on the project or by
<br /> 4. The CLIENT shan make monthly payments to WSN within 30 days of date of invoice issuing a pur�hase arder signed by a duly authorized representative.Such purchase order
<br /> based on computa6ons made in accordanc;e with the above charges for services shall incorporate by reference the tertns and condfions of this Agreement.In the event of a
<br /> provided and expenses incurred to date,accompanied by suppor�ng evidence as conAict behveen the tertns and condiUons of this Agreement and those contairred in the
<br /> available. CLIENTs purchase order,the terms arM cor�ditlons ofthis Agreementshall govem.
<br /> NotwithstarMing any purchase order provisions ta the contrary,no vrarrantees,express ar
<br /> implied,are made by WSN.
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