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General Provisions of Professional B.mecu°�r,�'�"'e�'�'� WIDSETH
<br /> stated on ihe inwice unless CLIENT
<br /> Services A reement notlfies WSN m writing ofthe particular ��.T,T T
<br /> g item that is alleged to be incorrect within 111
<br /> 15 days irom the date of mwice,���,��, NOLTING
<br /> These General Provisions are inter�ded to be used in conjunction wffh a letter-type Agreement p�,only the disputed item wip remain
<br /> or a Request for Servis�s betweeri Widseth Smith Noltir�g,a Mfnnesota Corporation,hereinafter undue until resolved by the parfies.All
<br /> referred to as WSN,and a CUENT,wherein the CLIENT engages WSN to provide certain �unis unpaid alter 30 days from ihe ���������
<br /> Architectural,and/or Fsgineering services on a Projed. date of original inwics shall be subject to a servke charge of 1%per month,or the
<br /> ma�dmum amnunt authorized by law,whichever is less.INSN shall be entitled to reoover aIl
<br /> Ac used herein,the tertn'this�menP refers to(1)the WSN Prapasal Letter which reasonable aosts and disbursements,including reasonable attomeys tees,incurred in
<br /> becomes the Letter Agreement upon its acceptarn:e by the Gient,(�these General Provisions connection with coUecting artrount o►wed by CLIENT.In addibon,WSN may,aRer gi�ng
<br /> and(3)arry attached Exhibits,as if they nere part of one and the same document With respect seven days written notice to the CLIEN'f,suspend servioes and withhold deliverables under
<br /> to the order of precedence,any attadred Exhibits shall govem over these General Provisions, this Agreement untll WSN has been paid in fuU for ali amounts then due for servioes,
<br /> and the Letter Agreement sha0 govem over any attached Exh�its and these General expenses ar�d charges.CLIENT agrees that WSN shall not be respons�le for any claim tor
<br /> Provisior�s.These documents supersede aIl prior communications and constitute the entire delay or other cor�sequentlal damages arising irom suspension of services hereurMer. Upon
<br /> Agreement betxeen the partles.Amendmerits to this Agreement must be in wrfing and signed payment in fuU by Cl�nt and WSN's reswnptlon of se�,tlre tlme tor perfarmance of
<br /> by both CLIENT and WSN. WSN's services shall be equitabty adjusted to acoount tor the period of suspension and other
<br /> reasonable tlme neoessary to resume perfortnam:e.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The term of this Agreement for the performance of servioes hereunder sha�be as set forth in ART�CLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> the Letter Agreement In this regard,any lump sum or estimated ma�dmum payment amounts �r Warly has the right to terminate this Agreement upon seven days written notice.In
<br /> set forth in the Lelter qqreement have been established in anticipaUon of an ordedy and addition,the CLIENT may at any tune,reduce the scope of this qqreement.Such reduction in
<br /> continuous pragress of the Project in�corclance with the schedule set forth in the Letter scope shall be set forth in a xrtitten notice irom the CLIENT to WSN.In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be entitled to an equftable adjustment unresolved dispute over change in soope or changed condftions,this Agreement may also be
<br /> to its fee should there be an intertuption of services,or amendment to the schedule. terminated upon seven days written notice as provided above.
<br /> In the eveM of termination,and upon payment in fup for ail work perfom�ed and expenses
<br /> ARTICLE 2 SCOPE OF SERVICES ir�curced to the date of tertnination,documents that are identified as defrverabtes urtder the
<br /> The soope of servioes covered by this qqreement sha�be as set forth in the Letter Agreement �{�r F�qreement whether finished or unfinished sha➢be made available by WSN to the
<br /> or a Request for Services. Such scope of services shall be adequatety described'm order that CUENT pursuant to Articie 5,and there shall be no further payment obfigation of the CLJENT
<br /> both the CLIENT and WSN have an understand'mg of the eupected vwrk to be perfortned. to WSN under this Agreement except fir paymeM of an amount for WSN's antldpated profit
<br /> on the valus of the services not perfortned by WSN and computed'm accordance with the
<br /> If WSN is of the opinion thffi any work they have been direded to perfortn is beyond the Scope provisions of Artcle 3 and the Letter Agreement
<br /> of this Agreement,or that the Ievel of eifort requQed significanUy exceeds that estimated due to
<br /> changed condiUons and thereby constitutes exUa work,they sha�notify the CLIENT of that fact. In the event of a reduction in scope of the Project work,WSN sha�be paid for tha work
<br /> Extra uwrk,add(tlonal compensation for same,and e�ension of time tor comptetion sha�be perfortned arni expenses incurred on the Project uwrk thus reducxd and for any completed
<br /> covered by a revision to the Letter AgreemeM or Request for Servioes and entered into by both and abandoned work,for which payment has not been made,computed in accordance with
<br /> P��• the provisions of Artide 3 and the Letter Agreement.
<br /> ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A. Compensa6on to WSN for seMces desaibed in this Agreerr�nt shall be on a Lump Sum pp�po�,p�y�s,speaTicaBons,fietd data and notes and other documents,indud'mg all
<br /> basis,Peroentage of Construdion,and/or Houriy Rate basis as designated in the Letter documents on electronic media,prepared by WSN or its consultants are Inshuments of
<br /> Agreement and as hereinafter descnbed. Service and shall remain the properly of WSN or its consultants,respeGively.WSN and its
<br /> suboonsultants retain an common law,statutory and other reserved rights,including,without
<br /> 1. A Lump Sum method of payment tor WSN's services shall apply to all or parts of a xork limitation,copyright WSN and its suboonsultanfs maintain the right to detertnine'rf
<br /> scope where WSMs tasks can be readAy de4ned and/or where the level of eifort required produdion wip be made,and allowabte fortnat for productlon,of any electronic media or data
<br /> to acoomplish such tasks can be estimated with a reasonable degree of accur�y.The to CUENT or any thud�ariy. Upon payment m fu�of mon'res due pursuant ro the
<br /> CUENT sha�make monthly payments to WSN within 30 days of date of inwice based AgreemeM,INSN shall make hard copies availabte to the CLIENT,of ap documents that are
<br /> an an estlmated percentage of completion of WSMs servioes. idenUfied as deGverables urMer the Letter Agreement If the documents have not been
<br /> finished(including,but rrot Iimited to,completion of final quaGiy control),then WSN shall have
<br /> 2. A Percentage of Canstructlon or an Houdy Rate meQ�od of paymeM of WSN's servic�s no liablity for any claims expenses or damages that may arise out of ftems that could have
<br /> shall apply to a4 or parts of a work soope where WSN's tasks cannot be readBy defined been cortected during completioNquality cantrol.Any Inshuments of Service provided are
<br /> andlor where the level of effort required to acxomplish such tasks cannot be esUmated not intended or represented to be suitable for reuse by the CUENT or others on extensions
<br /> with any reasonable degree of accuracy.Under an Houdy Rate method of payment, of the Project or any o6�er proJect.My modiAcation or reuse without written verification or
<br /> WSN shall be paid for the adual hours worked on the Project by W3N technical adaptatlon by WSN for the spedfic purpose intended w�11 be at CLIENTs sole risk and
<br /> personnel times an houtly bil6ng rate estabOshed for each employee.Houdy b�Ong rates without Gab�ity or legal exposure to WSN.CLIENT shall irtdemnify,defend and trold harmless
<br /> shau indude compensatlon for all salary costs,payro�burden,general,and WSN from any and ap suits or claims of third par6es arising out of use of unfinished
<br /> administrative overhead and professional tee. In a Peroentage of Construction method documents,or modfication or reuse of Anished doarmenfs,which is rrot speaficapy verified,
<br /> of payment,final compensation wiu be based on acfiral bids if the projec!is bid and adapted,or aufhorized in wrihng by WSN.This indemn'�ty shall survive the termination of this
<br /> WSN's estlmate to fhe GLIENT ff fhe pmject(s not bid.A rate schedule sha0 be Agreement.
<br /> fumished by WSN to CLIENT upon which to base periodic payments to WSN.
<br /> Should WSN chaose to deliver to CLIENT documents in electronic form,CLIENT
<br /> 3. In addiUon to the foregoing,INSN shall be reimbursed for items and servic�s as set forth aclmowledges that differenc�s may e�dst beM�een any electronic files delivered ami the
<br /> in the Letter Agreement or Fee Schedule and the fonowing Direct Expenses when pdnted hard�copy. Copies of documents tl�at may be relfed upon by CLIENT are fimited to
<br /> incurted in the perfortnancs of ihe work: the printed hard�oopies that are signed and/or sealed by WSN. Flles in elechonic form are
<br /> only for convenience of CLIENI'.My corn�usion or informatlon obtained or demred from
<br /> (a)Travel and subsistence. such electronic dac.vments wi0 be at user's sole risk. CUENT admowledges that the useful
<br /> (b)Speciar¢ed computer services or programs. life of some fortns of electronic media may be ranited because of deterioratlon of the meda or
<br /> (c)Outside professional and technical servioes with cost defined as the amount bdied obsotescence of the computer hardware andlor sofinare systems.Therefore,WSN makes
<br /> WSN. no representatlon that such media wiil be fuqy usable beyond 30 days from date of delivery to
<br /> (d)Identlfiable reproduction and reprographic oosts. CUENT.
<br /> (e)Other expenses for items such as pertnit appGcation fees,Gcense fees,or other
<br /> addi�onal items and services whether or not speaficaliy identified in the Letter ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER N�ANS
<br /> Aqreement or Fee Schedule. In Geu of or in addition to signing the aoceptance Mank on the Letter Agreement,the CLIENT
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice may accept this Agreement by permil6ng WSN to commern�e xork on the project or by
<br /> issuing a purchase order signed by a duiy authorized representative.Such purchase order
<br /> based on computabons made in aocordarn�wfth the above charges for services shan incorporate by reference the temis and corniitior�s of this Agreement In the event of a
<br /> provided and e�enses incurred to date,accompanied by supporting evidence as conflict befiween the terms artd conditior�s of this Agreement and those contained in the
<br /> a���1e• CLIENT's putt:hase order,the terms and conc�tions of this Agreement shaq govem.
<br /> NoM�ihstandirtg any purchase order provisions to the contrary,rro warrantees,e�ress or
<br /> implied,are made by WSN.
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