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General Provisions of Professional B•TheCLIE1VTw�lpaythebalance �DSETH
<br /> stated on the inwice unless CLIENT
<br /> Services A reement notifiesWSNinwritlngofthepaiticular SMITH
<br /> 9 item that is alleged to be mcortect within
<br /> 15 days from the date of inwice,in which
<br /> These General Provisions are intended to be used in conjur�ction with a letter-type Agreement �,only the�isputed item wip remain NOLTING
<br /> or a Request tor Services beMeen Widseth Smith Noltlng,a Minnesota Corporation,hereinafter undue until resolved by the parties.AII
<br /> referred to as WSN,and a CLIENT,wherein the GLIENT engages WSN to provide certain acoounts unpaid after 30 days from the �������
<br /> Architectural,and/or Engineering services on a ProJect. date of original inwice shall be subject to a servk;e charge of 1%per month,or the
<br /> As used herein,the term'this/{qreemenP refers to(1)the WSN Praposal Letter which �mum amount authorized by law,whichever is less.WSN shall be entitled to reoover ail
<br /> reasonable costs and disbursements,including reasonable attomeys fees,incurred'm
<br /> beoomes the Letter Agreement upon its acceptanc�by the Client,(2)these General Provisions opnrrec.fion with co�ecling amount owed by CUENT.In addiiti�on,WSN may,after giving
<br /> and(3)any attached Exh�bits,as if they xere part of one and the same document.With respect seven days vrritten notice to the CLJENT,susperM services and withhold deliverables under
<br /> to the orcler of precederroe,any attadied Exhibits shall govem over these General Provisions, this Agreement until WSN has been paid in full for all amounts then due for services,
<br /> and the Letter Agreement shall govem over any attached Exh�bits and these Generdl expenses and charges.CLIENT agrees that WSN shall not be respons�ble for any claim for
<br /> Provisior�s. These documents supersede alI prior communications and constitute the entlre delay or other consequential damages arising from susper�sion of servioes hereunder. Upon
<br /> Agreemer�beM�een the parties.Amendmenfs to this Agreement must be in vrtiting and signed payment in fu�by Gient and WSMs resumption of services,the time for performancs of
<br /> by both CLIENT and WSN. WSN's servic�s shall be equitably adjusted to acxount for the period of suspension and other
<br /> reasonabte bme neoessary ro resume performarnrn:e.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The tertn of this Agreement for the performance of services hereunder sha�be as set forth in /1R7�CLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> the Letter Agreement In this regard,any lump sum or estimated ma�dmum payment amounts _Fither Party has the right to tertninate this Agreement upon seven days written notice.In
<br /> set forth in the Letter Agreement have been established in antiapation of an ordedy and add�ion,the CLIENT may at any time,reduce the soope of this qqreement.Such reduction in
<br /> continuous progress of the Project in�cordance wfth the schedule set forth in the Letter scope shall be set forth in a written notice from the CUENT to WSN.In the event of
<br /> Agreement or any Exhibits attacfied thereto.WSN shall be entitled to an equitable adjustment unresolved dispute over change in soope or changed condiUons,this Agreement may also be
<br /> to its fee should there be an interruption of servic�s,or amendment to the schedule. terminated upon seven days written notice as provided above.
<br /> In the event of terminatian,and upon payment in tull for all uork perfarmed and expenses
<br /> ARTICLE 2 SCOPE OF SERVICES incurred to the date of tertninatlon,documents that are iden'6fied as deGverables under the
<br /> The soope of services covered by this Agreement sha�be as set forth in the Letter Agreement Letter Agreement whether finished or unfinished sha�be made available by WSN to the
<br /> or a Request for Services. Such scope of servic�s shall be adequffiety desaibed'm order that CLJENT pursuant to ArUcle 5,and there sha�be no further payment obligation of the CLIENT
<br /> both the CLIENT and WSN have an understanding of the expected Nark to be performed. (o WSN under ihis Agreement exaept for payment of an amount for WSN's anticipated profit
<br /> on the value of the services not performed by WSN arid computed in acoordance with the
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Soope provisions of Article 3 and the Letter Agreement
<br /> of this Agreement,or that the level of effort required signficantly exceeds that estlmated due to
<br /> changed conditions and thereby consUtutes extra work,they shau notify the CLIENT of that fact. In the event of a reduction in scope of fhe Project work,WSN shall be paid for the work
<br /> Fxtra work,addi�onal compensation for same,and e�dension of time for completion sha�be pe����d expenses incurred on the Project Nork thus reduoed and for any completed
<br /> covered by a revision to the Letter Agreement or Request for Services and entered inro by both and abandoned�+vrk,tor which payment has not been made,computed'm aocordance with
<br /> pa��• the provisions of Aficla 3 and the Letter P�qreement
<br /> ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A. Compensatlon to WSN for services described in this Agreement shau be on a Lump Sum qp�po�,p��s,speafications,field data and notes and other documents,induding all
<br /> basis,Peraentage of Construction,andlor Hourly Rate basis as designated in the Letter documeMs on electronic media,prepared by WSN or its consuitants are Instruments of
<br /> Agreement and as hereinafter described. Service and shall remain the properiy of WSN or its consultants,respec.tively. WSN and its
<br /> suboonsultants retain all common law,statutory and other reserved rights,including,without
<br /> 1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a work limitation,copyright WSN and its subconsultanis maintain the right to determine'rf
<br /> scope where WSN's tasks can be read�y de6ned and(or where the level af eftort required productlon win be made,and a�owable fortnat for produc6on,of any electronic media or data
<br /> ro accomplish such tasks can be estimated with a reasonabta degree of accuracy. The m CLIENT or any thirdd-party. Upon payment in full of monies due pursuant to the
<br /> CLIENT sha0 make monthly payments to WSN within 30 days of date of invoice based pg�ent,WSN sha�make hard copies avaflable to the CLIENT,of all documents that are
<br /> on an estimated percentage of comple6on af WSN's servioes. iden6fied as deliverables under fhe Letter Agreement If the documents have not been
<br /> finished(mcluding,but rrot limited to,completion of final quafity cantrol),then WSN shall have
<br /> 2. A Percentage of Construction or an Houdy Rate methad of payment of WSN's services no liablity for any claims expenses or damages that may arise out of items that could have
<br /> shall appty to all or parts af a work scape where WSMs tasks cannot be readly defined ���during oompletioNquatity control.Any Instruments of Service provided are
<br /> and/or where the level of effoA required to aa�mplish such tasks cannot be es6mated not intended or represented to be suitable for reuse by the CLIENT or others on eMensions
<br /> with any reasonable degree of acara�y.Under an Hourly Rate method of payment, of the Project or any other project Any modification or reuse without written verifiption or
<br /> WSN shall be paid for the actual hours�►orked on the Project by WSN technical adaptation by WSN for the speafic purpose intended x�71 be at CLIEN'f's sole risk and
<br /> personnel times an houriy bilGng rate estabGshed foreach employee.Houriy b8rng rates wffhout Gablity ar legal e�osure to WSN.CLIENT shall indemnify,deferM and hold hartnless
<br /> shau indude compensation for all salary oosts,payron burden,general,and WSN from any and a�suiis or claims of th'ad parties arising out of use of unfinished
<br /> administrative overtread and professional fee. In a Peroentage of Construction method documents,or modficatlon or reuse of finished documents,which is not speafica�y verified,
<br /> of payment,final compensation wiu be based on actual bids'rf the projed is bid and adapted,or author¢ed in writing by WSN. This indemnity shall survive the terminatlon of this
<br /> WSN's estimate to the CUENT'rf the project is not bid.A rate schedule shall be qgreement.
<br /> tumished by WSN to CLIENT upon which to base perialic paymenis to WSN.
<br /> Should WSN choose to deGver to CLIENT documents in electronic form,CLIENT
<br /> 3. In additian to the foregoing,WSN shall be reimbursed for items and servic�s as set forth aclmowtedges that dilferences may e�dst beMaeen any electroNc fli es detivered and the
<br /> in the LeHer Agreement or Fee Schedule and the fonowing Direct F�enses when printed hard�opy. Copies of documents that may be relied upon by CLIENT are limitad to
<br /> inc:urted in the performance of the work: the printed hard�opies that are signed and/or sealed by WSN. Files in elecUonic form are
<br /> only far convenienc�of CLIENT. Any condusion or infomiation obtairred or derived from
<br /> (a)Travel and subs(stence. such electronic documents w10 be at users sole risk. CUENT admowladges thffi the useful
<br /> (b)Specialized compuber services or pmgrams. I'rfe of some forms of electronic med'ia may be Iimited because of deterioration of the media or
<br /> (c)Outside professional artd technical servioes with cost defirted as the amount b�led obsolescence of the computer hardware andlor softuvare systems.Therefore,WSN makes
<br /> WSN. no represenlaUon that sudi media wiil be fu0y usable beyortd 30 days from date of delivery to
<br /> (c�Identifiable reproduction and reprographic costs. C�p�.
<br /> (e)Other expenses for ftems such as pertnit appfication fees,Gcense fees,or other
<br /> addrtianal items and services whether or not speaficany idenCfied'm the Letter ARTICLE 6.GL(ENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> Agreement or Fee Schedule. In Geu of nr in addition to signing the aoceptance blank on tha Letter Agreement,the CLIENT
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of inwice may acoept this Agreement by permitting WSN to commerroe vwrk on the project or by
<br /> issuing a pur�hase order sigrred by a duly authorized representative.Such purchase ordar
<br /> based on computations made in aocordance with the above charges for servic�s shan incorporate by reference the terms and corniitions of this Agreement In the event of a
<br /> provided and expenses incurted to date,accompanied by supportmg evidence as conAict beM�een the terms and condfions of this Agreement and those cantained in the
<br /> available. CLIENTs purchase order,the terms and condtions of this Agreement shall govem.
<br /> NoMdthstandir�g any purchase order prov'sions to the contrary,no warrantees,eupress or
<br /> imp�ed,are made by WSN.
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