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recover ail reasonable costs and disbursements,including
<br /> General Provisions of Professional reasonable ammeys fees,imaedin connection with
<br /> `,cervices Agreement '�,r-�„E„�� �N seven
<br /> These General Provision's are intended to be used in conjunction with a letter-type Agreement or a s under this Agreement charges.s.C WEN Iris been paid in full for all be responsible then due for
<br /> Request for Services between Widseth Smith Nolting,a Minnesota Corporation,hereinafter referred expenses and charges'CLIENT agrees that WSN shat not be o services for any
<br /> to as WSN,and a CLIENT,wherein the CLIENT harm for delay or other consequential full b ial damages arising from suspension of services
<br /> engages WSN to provide certain Architectural,and/or hereunder.Upon payment n fug by Client and WSN's resumption of services,the time for
<br /> Engineering services on a Pmoa performance of WSN's services shell be equitably adjusted to account for the period of
<br /> As used herein,the term Wo Agreement'refers to(1)the WSN Proposal Letter which becomes then and other reasonable time necessary to resume pefonrance.
<br /> Letter Agreement upon Is acceptance by the Client,(2)these General Provisions and(3)any
<br /> attached Exhibits,as if they were part of one and the same document With respect to the order of ARTICLE 4.ABANDONMENT,CHANGE OF PLAN ANO TERNUNATION
<br /> supersedence,any attached Exhibits shall govern over these General Provisions and the Letter Either Party has the right to terminate this Agreement upon seven days written notice.In addition,
<br /> Agreement shalt govern over any attached Exhibits and these General Provisions. These the CLIENT may at any time,reduce the soope of this Agreement Such reduction in scope shall
<br /> documents supersede al prior communications and constitute the entire Agreement between the be set forth in a written notice from the CU ENT to WSN.In the event of unresolved dnspde over
<br /> parties.Amendments to this Agreement must be in wn'Cng and signed by both CLIENT am WSN. change in scope or charged conditions,this Agreement may also be terminated upon seven days
<br /> written notice as provided above.
<br /> ARTICLE 1.PERIOD OF SERVICE In the event of termination,and upon payment in full for al work performed and expenses
<br /> The term of this Agreement for the performance of services hereunder shall be as set forth in the incurred to the date of terminatien,documents that are identified as deliverables under the Letter
<br /> Letter Agreement In this regard,any lump sum or esknated maximum payment amounts sot forth Agreement whether finished or ungrrshed shat be made available by WSN to the CLIENT
<br /> in the Letter Agreement have been established In anticipation of an orderly and continuous progress pursuant to Article 5,and there shat be no further payment obligation of the CLIENT to WSN
<br /> of the Project in accordance with the schedule set forth in the Letter Agreement or arty Exhibits under this Agreement except for payment of an amount for WSN's anticipated profit on the value
<br /> attached thereto. of the services not perfomed by WSN and computed In accordance with the provisions of Article
<br /> 3 and the Letter Agreement.
<br /> ARTICLE 2 SCOPE OF SERVICES In the event of a reduction in scope of the Project work,WSN shat be paid for the work
<br /> Th e scope of services covered by this Agreement stall be as set forth in the Letter Agreement or a performed and expenses incurred on the Prated work thus reduced and for any completed and
<br /> Request for Services.Such scope of services shall be adequately described in order that both the abandoned work,for which payment has not been made,computed in accordance with the
<br /> CLIENT and WSN have an understanding of the expected work to be performed. provisions of Article 3 and the Letter Agreement
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Scope of
<br /> this Agreement,or that the level of effort required significantly exceeds that estimated due to ARTICLE 5. DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> changed oordtiens and thereby constitutes extra work,they stall no*the CLIENT of that fact. All reports,plans,specificdo s,field data and notes and other documents,including all
<br /> Extra work,additional compensation for same,and extension of time for completion shall be covered documents on electronic me ft prepared by WSN or its oonsuttants are Instruments of Service
<br /> by a revision to the Letter Agreement or Request for Services and entered into by both parties. and shall remain the property of WSN or its consultants,respectively.WSN and its
<br /> subcona tarts retain all common law,statutory and other reserved rights,including,without
<br /> Imitation,copyright WSN and Its subcarsiAo nfs maintain the right to determine I production will
<br /> ,RTICLE 3.COMPENSATION TO WSN be made,and allowable format for production.of arty electronic media or data to CLIENT or any
<br /> A.Compensation to WSN for services described in this Agreement shall be on a Lump Sum basis, hid-party. Upon payment in fun of monies due pursuant to the Agreement WSN shall make
<br /> Percentage of Construction,and/or Hourly Rate basis as designated in the Lefler Agreement and hard copies available to the CLIENT,of all doaanents that are identified as delverables under
<br /> as hereinafter described. the Letter Agreement If the documents have not been finished(including,but not limited to,
<br /> 1. A Lump Sum method of t for WSN s services shat apply b al or parts of a work completion of final quality control),then WSN shall have no Babiity for any claims expenses or
<br /> Pay damages that may arise out of items that could have been corrected during co Vbdonlq Wlty
<br /> scope where WSN's tasks can be readily defined and/or where the Level of effort required to control,Any Instruments of Service provided are not intended or represented to be suitable for
<br /> accomplish such tasks can be estimated with a reasonable degree of accuracy. The CLIENT reuse by the CLIENT or others on extensions of the Project or any other project.Any modification
<br /> shag make monthly payments to WSN within 30 days of date of invoice based on an or reuse without written verification or adaptation by WSN for the specific purpose Intended will
<br /> estimated percentage of completion of WSN's services. be at CLIENT's We risk and without liability or legal exposure to WSN.CLIENT shall indemnify,
<br /> 2 A Percentage of Construction a an Hoary Rate method of a defend and hold harmless WSN from any and all suits or daims of third parties ansng out of use
<br /> payment of WSN's services shag of unfinished doaments,or modification or reuse of finished documents,which Is not specifically
<br /> apply to an or parts of a work scope where WSN's tasks cannot be readily defined ard/a verified,adapted,or authorized by WSN.This Indemnity shall survive the termination of ft
<br /> where the level of effort required to accomplish such tasks cannot be estimated with any Agreement
<br /> reasonable degree of accuracy.Under an Hourly Rate method of payment,WSN shaA be
<br /> paid for the actual hours worked on the Project by WSN technical personnel times an hourly Should WSN choose to delver to CLIENT documents in electronic form,.CUENT acknowledges
<br /> billing rate established for each employee.Hourly bring rates shag include compensation for that differences may exist between any electronic fifes delivered and the printed hard-copy.
<br /> all salary costs,payrdl burden,general,and administrative overhead and professional fee. In Copies of documents that may be relied upon by CLIENT are limited to the printed hard-copies
<br /> a Percentage of Construction method of payment final compensation will be based on actual that are signed and/or sealed by WSN. Files in electronic form are only for convenience of
<br /> bids if the project is bid and WSN's estimate to the CLIENT I the project is not bid.A rate CLIENT.Any conclusion or information obtained or derived from such electronic documents will
<br /> schedule shall be furnished by WSN to CLIENT upon which to base periodic payments to beat user's sole risk.CLIENT acknowledges that the useful Ile of some forms of electronic
<br /> WSN. media maybe limited bemuse of deterioration of the media or obsolescence of the computer
<br /> hardware and/or software systems.Therefore,WSN makes no representation that such media
<br /> 3. In addition to the foregoing,WSN shall be reimbursed at cost for the following D'eact will be fully usable beyond 30 days from date of delivery to CLIENT.
<br /> Expenses when Incurred in the performance of the work
<br /> (a) Travel and subsistence. ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> (b) Computer services. In Lieu of or In addition to signing the acceptance blank on the Letter Agreement the CLIENT may
<br /> (c) Outside professional and We moat services with cost defined as the amount billed WSN, accept tots Agreement by permitting WSN to commence work on the project or by Issuing a
<br /> (d) kientifable reproduction and reproWaphic costs. purdase order signed by a duty authorized representative.Such purchase order shall .
<br /> (e) lather expenses for additional Items and services as set north in the Letter Agreement incorporate by reference tie terms and conditions of this Agreement in the event of a conflict
<br /> 4, The CLIENT shall make monthly payments to WSN within 30 days of date of Invoice based between the terms and conditions of this Agreement and those contained n the CUENT's
<br /> on computations made in monthly ice with the above charges for services provided and �rih�order,the terms and conditions of this Agreement shall govern.Notwithstanding any
<br /> purchase order provisions to the contrary,no warrantees,express or impled,are made by WSN.
<br /> expenses incurred to date,accompanied by supporting evidence as available
<br /> The CLIENT will pay the balenee stated on the invoice unless CLIENT notifies WSN in writing of
<br /> the partadar item that Is alleged to be Incorrect within 15 days from the date of Invoice,in which
<br /> case,only the disputed item will remain undue until resorted by the parties.AI accounts unpaid
<br /> after 30 days from the date of original invoice shall be subject to a service charge of I%per
<br /> month,or the maximum amount authorized by law,whichever is less.WSN shall be entitled to
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