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General Provisions of Professional B•TheCLIENTNn1lpayfhebalance �DSETH
<br /> stated on the inwice unless CLIENT
<br /> Services A reement notifies WSN in wrifing ofthe particular ��.T.t T
<br /> 9 item that is alleged to be ir�correct wfthfi 1 rl
<br /> 15 days from the date of inwioe,in which NOLTING
<br /> These Gerreral Provisions are intended to be used in conjuncction with a letter-type Ag�eement py�,only the disputed item wiQ remain
<br /> or a Request for Senricas beMcen Widseth Smith Nolting,a Minnesota Corporation,herematter undue untll resolved by the parties.All ���i���
<br /> referred to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide cerlain acoounts unpaid after 30 days from the
<br /> Architectural,andlor Engineering services on a Project. date of original invoice shall be subject m a service�arge of 1%per month,or tt�e
<br /> maximum amowt authorized by law,whichever is less.WSN shall be enUtled to reoover aIl
<br /> As used herein,the term'this AgreemenP refers to(1)the WSN Proposal Letter which reasonable oosts ar�d disbursements,inctuding reasonable attomeys fees,incurred'm
<br /> beoomes the Letter Agreement upon its aooeptar�ce by the Gient,(�these General Provisions connecUon with coDecting amount owed by CLIENT.In additlon,WSN may,after giving
<br /> and(3)arry attadied Exh�bits,as if they were part of orre and the same document Wrth respect seven days written notice ro fhe CLIENT,suspertd servic�s and withfrold deliverables under
<br /> to ihe order of precedence,any attached Exhibits shall govem over these General Provisions, this Agreement un61 WSN has been paid in fud for all amounts then due for services,
<br /> and the Letter AgreemeM shatl govem over any attached F�di�bits arM these Gerreral expenses a�diarges.CLIENT agrees that WSN shall not be responsibte for any daim for
<br /> Provisior�s.These documents supersede alI prior communications and consUtute the entlre delay or ofier consequenUal damages arising from suspension of services hereunder. Upon
<br /> AgreemeM beM�een the parUes.Amendments to this Agreertrent must be in writing and signed payment in fuQ by Client and WSN's resumptlon of servioes,the time for perfarmance of
<br /> by both CLIENT and WSN. WSN's services shall be equitably adjusted to a000unt tor the period of suspension and other
<br /> reasonabte time neoessary to resume perfortna�e.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The term of this Agreement for the perfortnance of servioes hereunder sha0 be as set torth in ARTICLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> the Letter Agreement.In this regard,any lump sum or estlmated ma�dmum payment amounts Either Parly has the right to tertninate this Agreement upon seven days written notice.In
<br /> set forth in the Letter Agreement have been estabiished in antidpatlon of an ordedy a� addibon,the CLIENT may at any time,reduce the scope of this Agreement Such reduction in
<br /> continuous progress of the Project in acxordance with the schedule set forth in the Letter �pe shal�be set forth in a written notice fram the CUENT to WSN.In the event of
<br /> Agreement or any Exhibits attadied thereta.WSN shall be enUtled to an equitable adjustment unresolved dispute over change m soope or changed condi�ons,this Agreement may also be
<br /> to its fee should there be an mterruption of servicas,or amerMment to the schedule. teRninated upon seven days written rrotice as provided above.
<br /> In the event of tertnination,and upon payment in fu�for all vwrk performed and e�enses
<br /> ARTICLE 2 SCOPE OF SERVICES incurred to the date of termination,documents that are identified as deliverables ur�der the
<br /> The soope of seMces covered by this/�qreement shap be as set torth in the Letter Agreement Letter Agreement whether finished or unfinished shall be made available by WSN to the
<br /> or a Request for SeMc�s.Such scope of servioes shall be adequately described in order that CLIENT pursuant to Aficle 5,and there shall be no furlher paymeM obGgatlon of the CLJENT
<br /> both the CLJENT and WSN have an understanding of the expected�nork to be perfortned. to WSN under this Ag�eement except fir payment of an arrrount for WSN's anUapated profit
<br /> on the value of the services rrot performed by WSN and computed in acaordanc�with the
<br /> If WSN is of the opmion thffi any work fhey have been dueded to perfortn is beyond the Soope provisions of Article 3 and the Letter Agreement
<br /> of this Agreement,or that the Ievel of eftort required significantly exaeeds that estimated due to
<br /> changed conditions and thereby constltutes extra work,they shall notify the CLIENT of that fact. In the event of a reduction in scope of the Project work,WSN shap be paid for the work
<br /> Ex6a work,additional compensation tor same,and extension of time for completion shatl be pa����e�nses incurred on the Project work thus reducxd and for any completed
<br /> covered by a revision to the Letter AgreemeM or Request for Servicas and entered into by both and abandoned xork,for whidi payrtrent has not been made,oomputed in aocordance with
<br /> parties. the provisior�s of Artfcle 3 and the Letter Agreement
<br /> ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSRION OF PLANS,REPORTS AND OTHER DATA
<br /> A. Compensabon to WSN for senric�s desaibed'm this F�qreement shaQ be on a Lump Sum qp�p��,p��s,speaficatlons,Aeid data and notes and other docurtrents,indud'mg all
<br /> basis,Peroentage of CorisWctlon,andfor Houdy Rate basis as designated in the Letter documents on electronic media,prep�ared by WSN or its consultants are Instruments of
<br /> Agreement and as hereinafter descn'bed. Service and shall remain the property of WSN or its consultar�s,respectively. WSN and its
<br /> suboonsultants retain ap common law,stadrtory and other reserved rights,inctudir�g,without
<br /> 1. A Lump Sum method of payment for WSN's services shall appty to all or parts of a work IimitaUon,cppyright WSN and its subconsultants maintain the right to detertnine ff
<br /> scape where WSN's tasks can be iead0y de�ned and/or where the level of elfart required productiion wiQ be made,and allorrable tormat for production,of any electronic media or data
<br /> to acoomplish such tasks can be estimated with a reasonable degree of acwracy.The to CLIENT or any third{�arly. Upon payment in tu0 of monies due pursuant to the
<br /> CLIENT shall make rtroMhly payments to WSN wffhin 30 days of date of mwioe� AgreerneM,WSN shail make hard copies availabte to the CUENT,of a0 documents that are
<br /> on an estimated percentage of completion of WSN's services. identilfed as deGverabtes imder the Letter qqreertrent If the documents have not been
<br /> finished(including,but rrot Iimfted b,completion of Anal quality control),then WSN shall have
<br /> 2. A Percentage of Construction or an Houriy Rate mathod of payment of WSN's services no liabilily for any claims expenses or damages that may arise out of items that could have
<br /> shall apply to a➢or parts af a work scppe where WSN's tasks cannot be read�y defined ���during completioNqualily oontrol.My Instruments of Service provided are
<br /> andlor where the level of eflort required to aocamplish such Nasks cannot be estimated not interMed or represented to be suitable for reuse by the CLIENT or others on extensions
<br /> with any reasonable degree of acwracy.Under an Houdy Rate method of payment, of the Project or any other projed Any modificaUon or ieuse without written verification or
<br /> WSN shall be paid for the actual hours worked on the Project by WSN technical adaptation by WSN for the specific purpose intended wi0 be ffi CLIENT's sole risk and
<br /> personrrel tlmes an hourly bilGng rate estabGshed for each emptoyee.Houriy b��ng rates whhout Gab�ity or Iegal e�osure to WSN.CLIENT shall indemnify,deie�and hold harmless
<br /> shall indude compensation for all salary costs,payro0 burden,general,and WSN from any and ail suits or claims of fhtrd partles arisirtg out of use of unfinished
<br /> administraUve overhead and protessional fee. In a Percentage of Construction method documents,or modfication or reuse of finished documents,which is rtot specificaqy verified,
<br /> of payment,Anal oompensa6on wiU be based on adual bids if the project is bid and adapted,or author¢ed in wrttfig by WSN. This indemnily shall survive the termination of this
<br /> WSN's estimate to the CLJENT'rf the pmject is nat 6id.A rate schedule sha0 be Agreement.
<br /> fumished by WSN to CLJENT upon which to base periodic payments to WSN.
<br /> Should WSN choose to deGver to CUENT dacuments in electronic form,CLIENT
<br /> 3. In addi�on to the toregomg,WSN shall be reunbursed for items and servic�s as set forth ���g���diHerenc�s may ebst beMreen any electronic fites deGvered arM the
<br /> in the Letter^qreement or Fee Schedule and the fonowing Direct Fxpenses when printed hardcapy. Copies of docaiments fhat may be relied upon by CLIENT aie Omited ro
<br /> incurred in the performar�ce of the work: the printed harcl�oopies that are signed amllor sealed by WSN. Flles in electronic fortn are
<br /> only for convenience of CUENT.Any conclusfon or intomiatlon obtained or derived from
<br /> (a)Travel and subsistence. such electronic dacuments wi0 be at users sale risk CUENT admowledges that the useful
<br /> @)SpedaGzed computer services or programs. life of some fortns of electronic med'ia may be limited because of detedoralion of the media or
<br /> (c)Outside pmfessional and technical servioes with cost defined as the amount b�led obsolescance of the computer hardware andlor softvvare systems.Therefore,WSN makes
<br /> WSN. no representation that such media will be fu0y usable beyrond 30 days from date of delivery to
<br /> (c�Identifiable reproduction and reprographic oosts. C�p�7.
<br /> (e)Other expenses for items such as permit appGcation fees,Gcense fees,or other
<br /> additional items and services whether or not spedflcalty Mentifled'm the Letter ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> Agreement or Fee Schedule. In Geu of or in addfion to signkig the acceptance blank on the Letter P�qreement,the CLJENT
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of inwice may acoept this Agreement by pertnit�ng WSN to commerroe work on the project or by
<br /> issuing a purc�ase order sig�red by a duly authorized repiesenta6ve.Such purchase order
<br /> based on computations made in aa;ordance w'rfh the above charges for services shall incorporate by reference the temis and conditions of this Agreement In fhe event of a
<br /> provided and expenses incurred to date,accompanied by supporting evidence as conAict beMRen the terms a�M condfions of this Agreement and thase cortlahied in the
<br /> ava1able. CUENTs pur�hase order,the terms and conditlons of this Agreement sha0 govem.
<br /> Notwithstandirre any purchase order provisions to the contrary,rro warrantees,express or
<br /> impded,are made by WSN.
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