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General Provisions of Professional B�TheCLIENTwillpaythebalance WIDSETH
<br /> stated on the invoice unless CLIENT
<br /> Services Agreement notifies WSN in writing ofthe particular
<br /> item that is alleged to be incorrect within SMITH
<br /> 15 days from the date of invoice,in which , NOLTING
<br /> These General Provisions are intended to be used in conjunction with a letter-type f�qreement ��,only the disputed item will remain
<br /> or a Request for Services behveen Widseth Smith Nolting,a Minnesota Corpora6on,her�inafter 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 �����������
<br /> Architectural,andlor Engineering services on a Project. date of original invoice 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 entitled to recover all
<br /> As used herein,the term"this AgreemenY refers to(1)the WSN Proposal Letter which reasonable costs and disbursements,including reasonable attomeys fees,incurred in
<br /> becomes the Letter Aqreement upon its acceptance by the Client,(2)these General Provisions connection with collecting amount owed by CLIENT.In addition,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 written notice to the CLIENT,suspend services and withhold deliverables under
<br /> to the orcler 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 charc,�es.CLIENT agrees that WSN shall not be responsible for any claim for
<br /> Provisions. These documents supersede all prior communica6ons and constitute the entire delay or other consequential damages arising from suspension of services hereunder. Upon
<br /> Agreement beM�een the parties. Amendments to this P�reement must be in writing and signed payment in full by Client and WSN's resumption of services,the time for perfortnance of
<br /> by both CLIENT and WSN. WSN's services shall be equitably adjusted to acmunt for the period of suspension and other
<br /> reasonable time necessary to resume perfortnance.
<br /> ARTICLE 1.PERIOD OF SERVICE
<br /> The term of this Agreement for the performance of services hereunder shall be as set forth in ARTICLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> the Letter Agreement.In this regarcl,any lump sum or es6mated maximum payment amounts Either Party has the right to tertninate this Agreement upon seven days written notice.In
<br /> set forth in the Letter Agreement have been established in anGcipation of an orderly and addition,the CLIENT may at any time,reduce the scope of this Agreement.Such reduction in
<br /> continuous progress of the Project in aa;ordance with the schedule set forth in the Lerier scope shall be set forth in a written no6ce from the CLIENT to WSN.In the event of
<br /> Agreement or any Exhibits attached thereto.WSN shall be en6Ued to an equitaWe adjustment unresolved dispute over change in scope or changed conditbns,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 written notice as provided above.
<br /> In the event of termination,and upon payment in Tull for all work performed and expenses
<br /> ARTICLE 2.SCOPE OF SERVICES incurred to the date of termina6on,documenfs that are iden6fied as deliverables under ihe
<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 described in order that CLIENT pursuant to ArtiGe 5,and there shall be no further payment obligation of the CLIENT
<br /> both the CLIENT and WSN have an understanding of the expected vwrk to be perfortned. to WSN under this Agreement 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 perfortn is beyond the Scope provisions of Afide 3 and the Letter Agreement.
<br /> of this/{qreement,or that the level of effort required significantly exceeds that es6mated due to
<br /> changed conditions and thereby constitutes e�ra work,they shall no6fy the CLIENT of that fact. In the event of a reductan in scope of the Project work,WSN shall be paid for the work
<br /> Extra work,addflional compensation for same,and extensbn of time for comple6on shall be performed 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 /> paRies. the provisions of ARicle 3 and the Letter Agreert�ent.
<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 AII reports,plans,specifications,field data and notes and other documents,induding alI
<br /> basis,Percentage of Construction,andlor Hourly Rate basis as desgnated in the Letter documents on electronic media,prepared by WSN or its consuftants are Instruments of
<br /> Agreement and as hereinafter described. Service and shall remain the property of WSN or its consultants,respectively. WSN and its
<br /> subconsultants�etain all common law,statutory and other reserved rights,including,without
<br /> 1. A Lump Sum method of payment for WSN's services shall apply io all or parts of a wnrk limitatbn,copyright. WSN and its subconsuftants maintain the right to determine if
<br /> scope where WSN's tasks can be readily defined andlor where the level of effort required produdion will be made,and allowable format for production,of any electronic media or data
<br /> to accomplish such tasks can be estimated vvith a reasonable degree of accuracy. The to CLIENT or any third�arty. Upon payrneni in full of monies due pursuant to the
<br /> CLIENT shall make monthly payments to WSN within 30 days of date of invoice based qgreement,WSN shall make hard copies available to the CLIENT,of all documents thai are
<br /> on an estimated percentage of complefion of WSN's services. identified as deliverables under the Letter Agreement. If the documents have not been
<br /> finished(including,but not limited to,completion of final quality control),then WSN shall have
<br /> 2. A Percentage of Construction or an Hourly Rate method of payment of WSN's services no liability for any claims expenses or damages that may arise 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 during completion/quality control. Any Instruments of Service provided are
<br /> andlor where the level of effort required to aa;omplish such tasks cannot be es6mated not intended or represented to be suitable for reuse by the CLIENT or others on e�ensions
<br /> with any reasonable degree of aa.uracy.Under an Hourly Rate method of payment, of the Project or any other project.Any modification or reuse without written verification or
<br /> WSN shafl be paid for the actual hours vwrked on the Project by WSN technical adaptation by WSN for the specific purpose intended will be at CLIENT's sole risk and
<br /> personnel times an hourly billing rate established for each employee.Hourly billing rates without liability or legal exposure to WSN.CLIENT shall indemnify,defend and hold hartnless
<br /> shall include compensatbn for all salary costs,payroll burden,general,and WSN from any and all suits or claims of third parties arising out of use of unfinished
<br /> administrative overhead and professional fee. In a Percentage of Construction method documents,or modification or reuse of finished documents,which is not specifically verified,
<br /> of payment,final compensation will be based on actual bids rf the project 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 project is not bid. A rate schedule shall be Agreement.
<br /> furnished by WSN to CLIENT upon which to base periodic payments to WSN.
<br /> Should WSN choose to deliver to CLIENT documents in electronic fortn,CLIENT
<br /> 3. In addi6on 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 following Direct Expenses when printed hard�opy. Copies of documents that may be relied upon by CLIENT are limited lo
<br /> incurred in the performance of the work: the printed hardcopies that are signed andlor sealed by WSN. Files in eleclronic form are
<br /> only for convenience of CLIENT.Any condusion or infortnation obtained or derived from
<br /> (a)Travel and subsistence. such electronic documents will be ai users sole risk. CLIENT acknowledges that the useful
<br /> (b)Specialized computer services or programs. life of some fortns of electronic media may be limited because of deterioration of the media or
<br /> (c)Outside professional and technical services with cost defined as the amount billed obsolescence of the computer hardware andlor software systems.Therefore,WSN makes
<br /> WSN. no representation that such media will be fully usable beyond 30 days from date of delivery to
<br /> (d)IdenUfiable reproduction and reprographic costs. CLIENT.
<br /> (e)Other expenses for items such as permit applica6on 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 /> Agreernent or Fee Schedule. In lieu of or in addition to signing fhe acceptance blank on the Letter Agreement,the CLIENT
<br /> may accept this Agreement by pertnitting WSN to commence work on the project or by
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice issuing a pur�hase order signed by a duly authorized representaGve.Such purchase order
<br /> based on computations made in accordance with the above charges for services shall inoorporate by reference the tertns and conditions of this f�qreement.In the event of a
<br /> provided and expenses incurted to date,accompanied by supporting evidence as conflict beMreen the terms and conditions of this Agreement and those contained in the
<br /> available. CLIENT's purchase order,the terms and conditions of this Agreement shall govem.
<br /> Notwithsianding any purchase order provisions to the contrary,no warrantees,express or
<br /> implied,are made by WSN.
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