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General Provisions of Professional B TheCLIENTwillpaythebalance WIDSETH
<br /> stated on the invoice unless CLIENT
<br /> Services Agreement notifiesWSNinwrihngoftheparUcular
<br /> item that is alleged to be mcorrect within SMITH
<br /> 15 days from the date of invoice,in which , NOLTING
<br /> These General Provisions are intended to be used in con�unc6on with a letter-type Agreement �y�,only the disputed item will remain
<br /> or a Request for Services between Widseth Smith NolGng,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 lhe ����~�w�K���
<br /> Archdeclural,and/or Engineering services on a Pro�ed date of onginal invo�ce shall be subject to a service charge of 1%per month,or the
<br /> maximum amount authorized by law,whichever is less.WSN shall be en6tled to recover all
<br /> As used here�n,the term"this AgreemenC 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 collecting amount owed by CLIENT.In addihon,WSN may,after giving
<br /> and(3)any attached Exhibits,as if they were part of one and the same document With respect seven days wntten noUce to the CLIENT,suspend services and withhold deliverables under
<br /> to the order of precedence,any attached Exhibits shall govem over these General Provisions, this Agreement until WSN has been paid 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 /> Provisions. These documents supersede all prior communications and constftute the entire delay or other consequential damages ansing from suspension of services hereunder. Upon
<br /> Agreement beM�een the parties. Amendments to this Agreement must be in writing and signed payment m full by Cl�ent and WSN's resump6on of services,the time for perfortnance of
<br /> by both CLIENT and WSN WSN's services shall be equitably adjusted to acoount for the period of suspension and other
<br /> reasonable time necessary to resume performance
<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 establ�shed in anticipation of an orderly and addi6on,the CLIENT may at any time,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 wnrien no6ce from the CLIENT to WSN In the event of
<br /> Agreement or any Exhibits attached thereto WSN shall be enGtled to an equitable adjustment unresolved dispute over change in soope or changed conditwns,this Agreement may also be
<br /> to its fee should there be an intemiption of services,or amendment to the schedule terminated upon seven days written notice as prowded above.
<br /> In the event of termination,and upon payment in full for all work performed and expenses
<br /> ARTICLE 2.SCOPE OF SERVICES incurred to the date of termination,doaments that are identified 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 serwces shall be adequately descnbed in order that CLIEN7 pursuant to Art�cle 5,and there shall be no further payment obligation of the CLIENT
<br /> both the CLIENT and WSN have an understanding of the expected work to be perfortned. to WSN under this Agreement excepl for payment of an amount for WSN's ant�cipated 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 perfortn is beyond the Scope provisions of Article 3 and the Letter Agreement
<br /> of this Agreement,or that the level of effort required significantly exceeds that esUmated due to
<br /> changed conditions and thereby constitutes extra work,they shall noGfy the CLIENT of that fact. In the event of a reduction in scope of the Pro�ect work,WSN shall be paid for the work
<br /> Extra v�ork,additanal compensation for same,and exlenswn of time for completion shall be performed and expenses incurred on the Pro�ect 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�nth
<br /> parUes the prowsions 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 described in this Agreement shall be on a Lump Sum All reports,plans,specifications,field data and notes and other documents,induding all
<br /> basis,Percentage of Construction,and/or Hourly Rate basis as des�gnated in the Letter documents on electronic med�a,prepared by WSN or its consultants are Instruments of
<br /> Agreement and as hereinafter descnbed Service and shall remain the property of WSN or its consultants,respectively. WSN and its
<br /> subconsultants retain all common law,statutory and other reserved rights,including,without
<br /> 1 A Lump Sum method of payment for WSN's serwces shall apply to all or parts of a wnrk limitatron,copynght. WSN and rts subconsuttants maintain the right to determine if
<br /> scope where WSN's tasks can be readdy defined and/or where the level of effort required production will be made,and allowable fortnat 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-party Upon payment in full of monies due pursuant to the
<br /> CLIENT shall make monthly payments to WSN vnthin 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 comple6on of WSN's services identified as deliverables under the Letter Agreement If the documents have not been
<br /> finished(including,but not limited to,comple6on of final quality control),then WSN shall have
<br /> 2 A Percentage of Constniction or an HouAy Rate meNod of payment of WSN's sernces 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 completionlqualiry control. Any Instruments of Service provided are
<br /> and/or where the Ievel of effort required to accomplish such tasks cannot be estimated not intended or represented to be suitable for reuse by the CLIENT or others on extensions
<br /> with any reasonable degree of aa;uracy.Under an Houriy Rate method of payment, of the Pro�ect or any other project.Any modificahon or reuse without written venfica6on 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�nll be at CLIENT's sole risk and
<br /> personnel times an hourly billing rate established foreach employee Hourly billing rates without liability or legal exposure to WSN CLIENT shall indemnify,defend and hold harmless
<br /> shall include compensatwn for all salary costs,payrotl burden,general,and WSN from any and all suits or claims of third paRies ansing out of use of unfinished
<br /> admin�strative overhead and professional fee In a Percentage of ConstrucUon method documents,or modificaGon or reuse of finished documents,which is not specifically verified,
<br /> of payment,final compensation w�ll be based on actual bids if the pro�ect is bid and adapted,or authonzed in wnting by WSN. This indemnity shall survive the termination of this
<br /> WSN's estimate to the CLIENT d the pro�ect is not bid. A rate schedule shall be Agreement.
<br /> fumished by WSN to CLIENT upon which to base penodic payments to WSN.
<br /> Should WSN choose to deliver to CLIENT documents in electronic fortn,CLIENT
<br /> 3. In addiGon to the foregoing,WSN shall be reimbursed for items and services as set forth acknowledges that differences may exist between any electronic files delivered and the
<br /> in the Letter Agreement or Fee Schedule and the follow�ng D�rect Expenses when pnnted hard�opy Copies of documents that may be relied upon by CLfENT are limited to
<br /> incurred in the performance of the work the printed harcl�op�es that are signed and/or sealed by WSN. Files in electronic form are
<br /> only for conven�ence of CLIENT. Any conclusan or infortnation obtained or denved from
<br /> (a)Travel and subsistence such electronic documents will be at users sole nsk. CLIENT adcnowledges that the useful
<br /> (b)Specialized computer serwces or programs. life of some fortns of elecVonic media may be limited because of deterioration of the media or
<br /> (c)Outside professional and technical sernces vnth cost defined as the amount billed obsolescence of the computer hardware andlor soflware systems Therefore,WSN makes
<br /> WSN. no representa6on that such media will be fully usable beyond 30 days from date of delivery to
<br /> (d)fdentifiaWe reproduction 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 specifically 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 addiUon to signing the aoceptance blank on the Letter Agreement,the CLIENT
<br /> may accept this Agreement by permitting WSN to commence work on the pro�ecl or by
<br /> 4 The CLIENT shall make monthly payments to WSN vnthin 30 days of date of invoice issuing a pur�hase order signed by a duly authorized representaUve Such purchase orcier
<br /> based on computations made in accordance w�th the above charges for serv�ces shall incorporate by reference the tertns and conditions of this P�qreement In the event of a
<br /> provided and expenses incurred to date,accompanied by supporting evdence as conAict between the terms and conditions of this Agreement and those contained in the
<br /> available CLIENT's purchase order,the tertns and conditions ot this Agreement shall govem.
<br /> NoMrithstanding any purchase order provisions to the contrary,no warcantees,express or
<br /> implied,are made by WSN
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