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General Provisions of Professional B.The CLENT will pay the balance WIDSETH
<br /> Services Agreement stated on the invoice unless CLIENT
<br /> notify WIDSETH in writing of the ARCHITECTS•ENGINEERS
<br /> partiThese General Provisions are intended to be used in conjunction with a letter-typeAgreement Incorrect
<br /> taiem that is alleged from to be SCIENTISTS•SURVEYORS
<br /> wilhlrh 15 days from the date of
<br /> ora Request for Services between Widseth Smith Notting&Assoc.,Inc.,a Minnesota Invoice,in which case,only the disputed
<br /> Corporation,hereinafter referred to as WIDSETH,and a CLiENT,wherein the CLIENT engages item will remain undue until resolved by the parties.Ag accounts unpaid after 30 days from
<br /> WIDSETH to provide certain Architectural,and/or Engineering services on a Project the date of original invoice shall be subject to a service charge of 1%per month,or the
<br /> As used herein,the fano'this AgresmerhY refers to(1)the WIDSETH Proposal Letter which maximum amount authorized by law,whichever is less.WIDSETH shall be entitled to recover
<br /> As used the Lettere tAgreementupon its acceptance the Client,DS (2)H these General Provisions all reasonable costs and disbursements,including reasonable attorneys fees,Incurred In
<br /> P byconnection with collecting amount owed by CLIENT.In addition,WIDSETH 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 order of precedence,any attached Exhibits shall govern over these General Provisions, this Agreement until WIDSETH has been paid in full for all amounts then due for services,
<br /> and the Letter Agreement shall govern over any attached Exlhibits and these General expenses and charges.CLIENT agrees that WIDSETH shall not be responsible for any claim
<br /> Provisions.These documents supersede ell prior communications and constitute the entire for delay or other consequential damages arising from suspension of services hereunder.
<br /> Agreement between the parties.Amendments to this Agreement must be in writing and signed Upon payment In full by Client and WIDSETH's resumption of services,the time for
<br /> by both CLIENT and WIDSETH. performance of WIDSETH's services shall be equitably adjusted to account for the period of
<br /> suspension and other reasonable time necessary to resume performance.
<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 regard,any lump sum or estimated maximhmh 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 addition,the CLIENT may at any time,reduce the scope of this Agreement Such reduction in
<br /> continuous progress of the Project In accordance with the schedule set forth In the Letter scope shall be set forth in a written notice from the CLIENT to WIDSETH.In the event of
<br /> Agreement or any Exhibits attached thereto.WIDSETH shall be entitled to an equitable unresolved dispute over change In scope or changed conditions,this Agreement may also be
<br /> adjustment 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 /> 2.SCOPE OF SERVICES In the event of temdnadon,and upon payment In full for all work performed and expenses
<br /> The ARTICLEof services covered this AgreementIncurred to the date of termination,documents that are identified as deliverables under the
<br /> scope by shall be as set forth in the Letter Agreement Letter Agreement whether finished or uninished shall be made available by WIDSETH to the
<br /> ora Request for Services.Such scope of services shall be adequately described In order that CLIENT pursuant to Article 5,and there shall be no further payment obligation of the CLENT
<br /> both the CLIENT and WIDSETH have an understanding of the expected work to be performed. to WIDSETH under this Agreement except for payment of an amount for WIDSETH's
<br /> t WIDSETH is of the opinion that any work they have been directed to perform Is beyond the anticipated profit on the value of the services not performed by WIDSETH and computed in
<br /> accordance with the provisions of Article 3 and the Letter Agreement
<br /> Scope of this Agreement,or that the level of effort required significantly exceeds that estimated
<br /> due to changed conditions and thereby constitutes extra work,they shall notify the CLIENT of In the event of a reduction in scope of the Project work,WIDSETH shall be paid for the work
<br /> that fact Extra work,additional compensation for same,and extension of time for completion performed and expenses Incurred on the Project work thus reduced and for any completed
<br /> shall be covered by a revision to the Letter Agreement or Request for Services and entered Into and abandoned work,for which payment has not been made,computed in accordance with
<br /> by both parties. the provisions of Article 3 and the Letter Agreement
<br /> ARTICLE 3.COMPENSATION TO WIDSETH ARTICLE 5.DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> A Compensation to WIDSETH for services described in this Agreement shall be on a Lump NI reports,plans,specifications,field data and notes and other documents,including all
<br /> Sum basis,Percentage of Construction,and/or Hourly Rate basis as designated in the Letter documents on electronic media,prepared by WIDSETH or its consultants are Instruments of
<br /> Agreement and as hereinafter described. Service and shall remain the property of WIDSETH or its consultants,respectively.
<br /> 1.A Lump Sum method of for WIDSETH s services shall apply to all or parts of a WIDSETH and its subconsultants retain all common law,statutory and other reserved rights,
<br /> work scopewhere o8ET payment for can E readilydefinedcs s and/or llap where the parts
<br /> of including,without limitation,copyright WIDSETH and its subrorsultants maintain the right to
<br /> determine if production will be made,and allowable format for production,of any electronic
<br /> effort required to accomplish such tasks can be estimated with a reasonable degree of media or data to CLIENT or any third-party.Upon payment in full of monies due pursuant to
<br /> accuracy.The CLIENT shall make monthly payments to WIDSETH within 30 days of the Agreement,WIDSETH shall make hard copies available to the CLIENT,of all documents
<br /> date of Invoice based on an estimated percentage of completion of WIDSETH's services. that are Identified as deliverables under the Letter Agreement lithe documents have not
<br /> 2. A Percentage of or an Hourly method payment of WIDSETH's been finished(Including,but not limited to,completion of final quality control),then WIDSETH
<br /> services s shall applyto all Constructionparts n a workRatewhereoof ytasks cannot be shall have no liability for any claims expenses or damages that may arise out of items that
<br /> scopecould have been corrected during completion/quality control.Any Instruments of Service
<br /> readily defined and/or where the level of effort required to accomplish such tasks cannot provided are not Intended or represented to be suitable for reuse by the CLIENT or others on
<br /> be estimated with any reasonable degree of accuracy.Under en Hourly Rate method of extensions of the Project or any other project Any modification or reuse without written
<br /> payment,WIDSETH shall be paid for the actual hours worked on the Project by verification or adaptation by WIDSETH for the specific purpose intended will be at CLENTs
<br /> WIDSETH technical personnel times an hourly billing rate established for each sole risk and without liability or legal exposure to WIDSETH.CLIENT shall indemnify,defend
<br /> employee.Hourly billing rates shall include compensation for all salary costs,payroll and hold harmless WIDSETH from any and all suits or claims of third parties arising out of
<br /> burden,general,and administrative overhead and professional fee.In a Percentage of use of unfinished documents,or modification or reuse of finished documents,which is not
<br /> Construction method of payment,final compensation wil be based on actual bids it the specifica0y verified,adapted,or authorized In writing by WIDSETH.This indemnity shag
<br /> project Is bid and WIDSETH's estimate to the CLIENT If the project is not bid.A rate survive the termination of this Agreement
<br /> schedule shall be furnished by WIDSETH to CLIENT upon which to base periodic
<br /> Payments to WIDSETH. Should WIDSETH choose to deliver to CLIENT documents in electronic form,CLIENT
<br /> 3. In addition to the foregoing,WIDSETH shall be reimbursed for items and services as set acknowledges that differences may exist between any electronic files delivered and the
<br /> reg ng. printed hard-copy.Copies of documents that may be relied upon by CLIENT are limited to
<br /> forth In the Letter Agreement or Fee Schedule and the following Direct Expenses when the printed hard-copies that are signed and/or sealed by WIDSETH.Files In electronic form
<br /> Incus in the performance of the work are only for convenience of CLIENT.Any conclusion or Information obtained or derived from
<br /> such electronic documents will be at user's sole risk.CLIENT acknowledges that the useful
<br /> (a)Travel and subsistence. life of some forms of electronic media may be limited because of deterioration of the media or
<br /> (b)Specialized computer services or programs. obsolescence of the computer hardware and/or software systems.Therefore,WIDSETH
<br /> (c)Outside professional and technical services with cost defined as the amount billed makes no representation that such media will be fully usable beyond 30 days from date of
<br /> WIDSETH. delivery to CLIENT.
<br /> (d)Identifiable reproduction and reprographic costs.
<br /> (e)Other expenses for items such as permit application fees,license fees,or other ARTICLE S.CLIENTS ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS
<br /> additional Items and services whether or not specifically identified in the Letter In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CLIENT
<br /> Agreement or Fee Schedule. may accept this Agreement by permitting ng WIDSETH to commence work on the projector by
<br /> 4. The CLIENT shall make monthly payments to WIDSETH within 30issuing a purchase order signed by a duly authorized representative.Such purchase order
<br /> days of date of invoice shell Incorporate by reference the terms and conditions of this Agreement In the event of a
<br /> based on computations made In accordance with the above charges for services conflict between the terms and conditions of this Agreement and those contained In the
<br /> provided and expenses incurred to date,accompanied by supporting evidence as CLIENTs purchase order,the terms and conditions of this Agreement shall govern.
<br /> available. Notwithstanding any purchase order provisions to the contrary,twry,no warrantees,express or
<br /> implied,are made by WIDSETH.
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