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General Provisions of Professional B TheCLIENTwillpaythebalance WIDSETH
<br /> stated on the invoice unless CLIENT
<br /> Services Agreement notifiesWSNmwriGngoftheparticular SMITH
<br /> item that is alleged to be incorrect within ,
<br /> 15 days from the date of invoice,in which NOLTING
<br /> These General Prowsions are intended to be used in con�unction w�th a letter-type Agreement case,only the disputed item�nll remain
<br /> or a Request for Services between W�dseth Smith Nolting,a Minnesota Corporation,hereinafter undue until resolved by the parties All
<br /> referred to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain accounts unpaid after 30 days from the ������~�w������
<br /> Architedural,and/or Engineering services on a Projed. date of original invoice shall be sub�ect to a serwce charge of 1%per month,or the
<br /> maximum amount authorized by law,whichever is less.WSN shall be en�tled to recover all
<br /> As used herein,the term"this AgreemenP refers to(1)the WSN Proposal Letter which reasonable costs and disbursements,including reasonable attomeys fees,incurred in
<br /> becomes the Letter Agreement upon its acceptance by the Client,(2)these General Prowsions connection with collecGng amount owed by CLIENT.In addition,WSN may,after giwng
<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 w�thhold deliverables under
<br /> to the orcJer of precedence,any attached F�chibits shall govem over these General Provisions, this Agreement unfil WSN has been pa�d in full for all amounts then due for services,
<br /> and the Letter Agreement shall govem over any attached Exhibits and these General expenses and charges.CLIENT agrees that WSN shall not be responsible for any claim for
<br /> Prowsions. These documents supersede all prior communications and constitule the entire delay or other consequenUal damages ansing from suspension of services hereunder. Upon
<br /> Agreement between the parties Amendments to this Agreement must be in writing and s�gned payment in full by Client and WSN's resump6on of services,the time for perfortnance of
<br /> by both CLIENT and WSN WSN's services shall be eqwtably ad�usted to account for the penod of suspension and other
<br /> reasonable time necessary to resume perfortnance
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The tertn of this Agreement for the perfortnance of services hereunder shall be as set forth in ARTICLE 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 terminate this Agreement upon seven days written notice.In
<br /> set forth in the Letter Agreement have been established in anticipation of an orderly and addiUon,the CLIENT may at any hme,reduce the scope of this Agreement Such reduction in
<br /> continuous progress of the Pro�ect in accordance with the schedule set forth in the Letter scope shall be set forth in a wririen notice from the CLIENT to WSN In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be entitled to an eqwtable adjustment unresolved dispute over change in scope or changed conditions,this Agreement may also be
<br /> to its fee should there be an interruption of services,or amendment to the schedule terminated upon seven days wntten notice as provided above
<br /> In the event of termination,and upon payment in full for all work performed and expenses
<br /> ARTICLE 2.SCOPE OF SERVICES mcurred to the date of termina6on,documenls that are idenhfied as deliverables under the
<br /> The scope of services 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 Services Such scope of services shall be adequately descnbed in order that CLIENT pursuant to AR�cle 5,and there shall be no furlher payment obliga6on of the CLIENT
<br /> both the CLIENT and WSN have an understanding of the expected�ork to be performed to WSN under this Agreemenl except for payment of an amount for WSN's anticipated profit
<br /> on the value of the services not perfortned by WSN and computed in accordance with the
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Scope provisions of Ar6cle 3 and the Letler Agreement.
<br /> of this Agreement,or that the level of effort reqwred significantly exceeds that estimated due to
<br /> changed conditions and thereby constilutes extra work,they shall no6fy the CLIENT of that fact In the event of a reducUon in scope of the Project work,WSN shall be paid for the wnrk
<br /> 6ctra work,additional compensatbn for same,and e�ension of hme for completion shall be perfortned and expenses incurred on the Project work thus reduced and for any completed
<br /> covered by a revision to the Letter Agreement or Request for Services and entered into by both and abandoned work,for which payment has not been made,computed in accordance with
<br /> parties. the provisions of Article 3 and the Letter Agreement
<br /> ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> A Compensation to WSN for services descnbed in this Agreement shall be on a Lump Sum All reports,plans,specificatans,field data and notes and other documents,induding all
<br /> basis,Percentage of Conslruction,and/or Hourly Rate basis as designated in the Letter documents on electronic media,prepared by WSN or its consultants are Instruments of
<br /> Agreement and as hereinafter described Service and shall remain lhe property of WSN or its consultants,respectively. WSN and its
<br /> subconsultants relain all common law,statutory and other reserved nghts,including,without
<br /> 1 A Lump Sum method of payment for WSN's services shall apply to all or parts of a wrork limftation,copynght WSN and its subconsultants maintain the right to determine if
<br /> scope where WSN's tasks can be readily defined and/or where the level of effort required production will be made,and allowable format for production,of any electronic media or data
<br /> to accomplish such tasks can be estimated with a reasonable degree of accuracy The to CLIENT or any third-paAy Upon payment in full of monies due pursuant to the
<br /> CLIENT shall make monthly payments to WSN within 30 days of date of invoice based Agreement,WSN shall make hard cop�es available to the CLIENT,of all documents that are
<br /> on an estimated percentage of completion of WSN's services idenUfied as deliverables under the Letter Agreemenl. If the documents have not been
<br /> finished(includmg,but not limiled to,wmplefion of final quality control),then WSN shall have
<br /> 2 A Percentage of Construction or an Houriy Rate method of payment of WSN's services no liability for any claims expenses or damages that may anse out of items that could have
<br /> shall apply to all or parts of a work scope where WSN's tasks cannot be readily defined been corrected dunng complehonlquality control. Any Instruments of Service provided are
<br /> and/or where the level of effort reqwred lo accomplish such lasks cannot be estimated not intended or represented to be suitable for reuse by the CLIENT or others on extensions
<br /> Hnth any reasonable degree of accuracy.Under an Hourly Rate method of payment, of the Project or any other pro�ect Any modification or reuse Hnthout written venfication or
<br /> WSN shall be paid for the actual hours worked on the Pro�ect by WSN technical adaptation by WSN for the speafic purpose intended�nll be at CLIENT's sole risk and
<br /> personnel times an hourly billing rate established for each employee Houriy billing rates without liability or legal exposure lo WSN.CLIENT shall indemnify,defend and hold harmless
<br /> shall include compensation for all salary costs,payroll burden,general,and WSN from any and all swts or claims of third pa�ies ansing out of use of unfinished
<br /> administrative overhead and pmfessional fee In a Percentage of ConstrucUon method documents,or modificaUon or reuse of finished doaments,which is not speafically verif�ed,
<br /> of payment,final compensation w�ll be based on actual bids if the pro�ect is bid and adapted,or authorized in writing by WSN This indemnity shall survive the tertnination of this
<br /> WSN's estimate to the CLIENT if the pro�ect is not bid. A rate schedule shall be Agreement
<br /> furnished by WSN to CLIENT upon which to base penodic payments to WSN
<br /> Should WSN choose to delrver to CLIENT documents in electronic form,CLIENT
<br /> 3 In addition to the foregoing,WSN shall be reimbursed for items and sernces as set forth acknowledges that differences may exist beM�een any electronic files delivered and the
<br /> in the Letler Agreement or Fee Schedule and the follo�nng arect Expenses when pnnted hard�opy Copies of documents that may be relied upon by CLIENT are limited to
<br /> incurred in the performance of the work the printed hardcopies that are signed and/or sealed by WSN Files in electronic form are
<br /> only for convenience of CLIENT Any conclusion or infortnation obtained or denved from
<br /> (a)Travel and subsistence such electronic documents w�ll be at users sole nsk. CLIENT acknowledges that the useful
<br /> (b)Specialized computer serv�ces or programs life of some forms of electronic media may be limited because of deterioration of the media or
<br /> (c)Outside professional and technical sernces with cost defined as the amount billed obsolescence of the computer hardware and/or software systems Therefore,WSN makes
<br /> WSN no representation that such media�nnll be fully usable beyond 30 days from date of delivery lo
<br /> (d)IdenUfiable reproductbn and reprographic costs CLIENT
<br /> (e)Other expenses for items such as pertnit application fees,license fees,or other
<br /> additional items and services whether or not speafically identified in the Letter ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> Agreement or Fee Schedule In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CLIENT
<br /> may accept this Agreement by permitting WSN to commence v,rork on the project or by
<br /> 4 The CLIENT shall make monthly payments to WSN w�thin 30 days of date of invoice issuing a purchase order signed by a duly authorized representative Such purchase order
<br /> based on computations made in aarordance w�th the above charges for services shall incorporate by reference the tertns and conditions of this Agreement.In the event of a
<br /> prov�ded and expenses incurred to date,accompanied by suppoRing evdence as confl�ct beM�een the terms and conditions of this Agreement and those contained in the
<br /> available. CLIENT's purchase order,the tertns and conditions of this Agreement shall govem.
<br /> Nolwithstanding any purchase order provisions to the contrary,no warrantees,express or
<br /> imphed,are made by WSN
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