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General Provisions of Professional B.Thec"E'''T,�'�m�►�'�'� WIDSETH
<br /> stated on the inwice unless CLIENT
<br /> Services Agreement itemthatisallegedtobefincor�rert,within SMITH
<br /> 15 days from the date of mwice,in which NOLTING
<br /> These General Provisions are intended to be used in conjunction w(th a letter-type qqreement q�,only the�isputed item will remain
<br /> or a Request for Services beMeen W�dseth Smfth NolUr�g,a Minnesota Corporatlon,hereinafter undue until resolved by the partles.All ���i���
<br /> referred to as WSN,and a CLIENT,wherein the CUENT engages WSN to provide certain accaunts unpaid aRer 30 days from the
<br /> Architedural,andlor Engineering services on a Projed. date of original invoice shall be subject to a servk;e charge of 1%per month,or the
<br /> maximum amount authorized by law,whichever is less.WSN shall be entiHed to reoover all
<br /> As used herein,the term'this AgreemenY reters to(1)the WSN Proposal Letter which reasonable cosls and disbursemenis,including reasonable attomeys fees,mcurted in
<br /> beoomes the Letter Agreement upon ils acaeptance by the Client,(2)these General Provisions connection with codecting amount owed by CLIENT.In additlon,WSN may,alter givi�
<br /> and(3)arry atladied F�chibifs,as if they nere part of orre a�the same document With respect seven days written notice to the CLIENT,suspend servioes a�withfrotd deliverables under
<br /> to the order of precxdertce,any attached Exhibits shall govem over these General Provisions, �hi�Agreertrent un61 WSN has been paid'm fu0 for aIl amounts then due for services,
<br /> and the Letter Agreement sha�govem over any attached Exh�bits and these Gerteral expenses a�charges.CLIENT agrees that WSN shall not be responsiWe for arry claim for
<br /> Provisions.These documents supersede alI prior communicatlons and constitute the entire delay or other consequential damages arising from suspension of seMces hereunder. Upon
<br /> Agreement betvween the parHes.Amendments to this l�qreement must be in writmg and signed payment in fuQ by Gient and WSN's resumption af services,fhe 8me for performanoe of
<br /> by both CLIENT and WSN. WSN's servic�s shall be equitably adjusted to acmunt for tt�e period of suspension and other
<br /> reasonable time neoessary to resume performance.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The term of this qgreement for the performance of servioes hereunder shap be as set forth in /,R1'�CLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMUTATION
<br /> the Letter Agreemen4 In this regard,any lump sum or estimated ma�dmum payment amounts E'ither Parly has the right to terminate this/\qreement upon seven days written rroUce.In
<br /> set forth in the Letter Agreement have been established in antiapation of an ottieriy and addition,the CLIENT may at any bme,reduce the soope of this Agreement.Such reduction in
<br /> contlnuous progress of the Projed'm accordance with the schedule set forth in the Letter soope shall be set forth in a wrilten notice Uom the CLIENT to WSN.In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be entitled ro an equitabie adjustment unresolved dispute over change in scope or changed condfions,this Agreement may also be
<br /> to its fee should there be an mtertuption of seMc�s,or amerbment to the schedule. terminated upon seven days written notice as pro�rided above.
<br /> In the event of tertnmation,and upon payment in fu0 for all nork periormed and expenses
<br /> ARTICLE 2 SCOPE OF SFRVICES incurred to fhe date of termination,documents that are identified as dedverabies urber the
<br /> The soope of servic�s covered by this Ptiqreement sha�be as set forth in the Letter Agreement Letter Agreement whether finished or unfinished shatl be made available by WSN to the
<br /> or a Request for Services. Such scope of servioes shall be adequately desaibed'm order that CLIENT pursuant to Artide 5,and there sha�be no furlher payment obGgaBon of the CLIENT
<br /> both the CLIENT and WSN have an understand'mg of the expected�nork to be perfortned. to WSN under this Agreement except for payment of an artrount for WSN's an8dpated profit
<br /> on the value of the servioes not performed by WSN and computed'm acoordance with the
<br /> If WSN is of the opinion thffi any work they have been directed to perfortn is beyorb the Soope provisions of Artide 3 arM the LeHer Agreement
<br /> of this Agreement,or that the level of eifort requued signiflcanUy excceds that estimated due to
<br /> changed condi6ons and thereby consUtutes extra work,they shatl notify ihe CLIENT of that fact. In the event of a reduction in scope of the Project work,WSN shatl be paid for the work
<br /> Extra work,addi�onal compensation tor same,and extension of time for comptetion sha�be pe����d expenses incurred on the Project work thus reduoed and tor any completed
<br /> covered by a revision to the Letter AgreemeM or Request for Servioes and entered into by both and abendoned work,for which payment has not been made,computed'm accordance with
<br /> Pa��• the provisions of Artide 3 arM the Letter Agreement
<br /> ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A Compensabon to WSN for services desaibed"m this Agreement shall be on a Lump Sum qp�po�,p��s,spedfications,field data and rtotes and other documenis,indud'mg all
<br /> basis,Peroentage of Construction,artdlor Houdy Rate�sis as designated in the Letter documents on electronic media,prepared by WSN or its consuitants are Instruments of
<br /> Agreement and as hereinafter descn'bed. Service and shall remain the properly of WSN or its consuitants,respectively. WSN and its
<br /> suboonsultanfs retain aQ common law,statutory and o6�er reserved rights,including,without
<br /> 1. A Lump Sum method of payment for WSN's servic�s shall apply to all or parts of a work IimitaUon,copyright WSN and its suboonsultanis mafntain the right to detertnine'rf
<br /> scope where WSMs tasks can be readily defined andfor where the level of eifort required production wi�be made,and allowable fortnat for pioducction,of any electronic media or data
<br /> to acoomplish such tasks can be esUmated with a reasonable degree of acaracy.The to CLIENT or any thud-parly. Upon payment in fuU of monies due pursuant to the
<br /> CLIENT shali make monthly payments to WSN within 30 days of date of inwice based Agreement,WSN shap make hard copies available to the CLIENT,of aU documents that are
<br /> on an estimated percentage of completion of WSN's services. iden'hfied as deGverables under iha Letter Agreement If the documeMs have not been
<br /> finished(including,but rrot limited to,completion of final quafiiy controq,then WSN shail have
<br /> 2. A Percentage of Construction or an Hourly Rate method 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 apply to all or parts of a work soope where WSN's tasks cannot be read0y defined ���durirtg aompletion/qualily control.My Instruments of SeMce provided are
<br /> and/or where the level of eifort required to aa:omplish such tasks cannot be estimated not interMed or represented to be suitable for reuse by the CLIENT ar others on extensions
<br /> with any�easonable degree of aocuracy.UrMer an Hourly Rate method of payment, of the Pmject or any other project My madfficatlon or reuse without written verfficatlon or
<br /> WSN shall be paid for the actual hours vwrked on the Project by WSN technical adaphation by WSN for the speafic pwpose inlended vn'�be at CLIENTs sole risk and
<br /> personrrel times an hourly bil6ng rate estabGshed for each employee.Hourly bBGng rates without Gab1ity or lepal exposure to WSN.CLIENT shall indemnify,defend and hotd hartnless
<br /> shall indude compensation for all salary�cosis,payro0 burden,gerteral,and WSN from any and ap suits or claims of third partles aris(ng out of use of unfinished
<br /> admmistrative ovefiead and professional fee. In a Peroentage of Construcion method docxiirrrents,or moditication or reuse of fin(shed documents,which is not spedficaily verified,
<br /> of payment,final compensation wi0 be based on achial bids if the project is bid and ad�,or authorized in writing by WSN.This indemnity shall survive the tertnination of this
<br /> WSN's estimate to the CUENT'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 deGver to CLIENT documents in electronic form,CUENT
<br /> 3. In addfion to the foregoing,WSN shall be reimbursed for items and servic�s as set forlh y����g���ditferem�s may ebst beM�en any electronic files deGvered and ihe
<br /> in the Letter Agreement or Fee Schedute arid the fonowing Direct F�enses when printed hardcopy. Copies of documents that may be relied upon by CLIENT are Gmited to
<br /> ir�curred in the perfortna�e of the work: the printed hardcopies that are signed aridlor sealed by WSN. Rles in electronic tortn are
<br /> onty for convenience of CLIENT.My conc�usion or infortnation obtair�ed or derived from
<br /> (a)Travel and subsistence. suc�electronic documents wi0 be at users sole risk. CLIENT admowisdges that the useful
<br /> (b)Speciaf¢ed compu0er servioes or programs. Iffe of some forms of electronic media may be limited because of deterrorati�on of the media or
<br /> (c)Outside professional and technical servioes with cost defined as the amount bGled obsotescxnce of the computer hardware andlor softvi2re systems.Therefore,WSN makes
<br /> WSN. no representation that such media will be fudy usable beyond 30 days from date of delhrery to
<br /> (c�Identfiable reproduction and reprographic aosts. C��.
<br /> (e)Other e�enses for items such as permrt appdcation fees,Gcense fees,or other
<br /> add�tional items and senrices nfiether or not speaficaQy identified'm the Letter ART�CLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEAWS
<br /> Agreement or Fee Schedule. In Geu of or in addition to signing the acceptance blank on fhe Letter Agreement,the CLIENT
<br /> 4. The CLJENT shall make monthly payments to WSN within 30 days of date of invoice may acoept this Agreement by pertnitting WSN to commerroe work on the proJect or by
<br /> issuing a purchase orcler signed by a duty authorized representative.Such purchase order
<br /> based on computations made in acoordance with the above charges for services shad incorporate by reference the terms and conditions of this Agreement In the event of a
<br /> provided and e�enses incur�ed to date,accompanied by supporting evidence as confl�ct beM�een the terms and condffior�s of this Agreement and Urose contair�ed in the
<br /> a�7�1e• CLIENTs purchase order,the terms and condi6ons of this Agreement sha�govem.
<br /> NoM�hstandirtg any purchase order provisions to the contrary,no warrantees,express or
<br /> impGed,are made by WSN.
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