|
General Provisions of Professional B.The CLIENT MR pay the balance WiDSETH
<br /> Services Agreement stated on the invoice unless CLIENT
<br /> notifies WIDSETH in wiling of the ARCI-OT ECTS s ENGINEERS
<br /> These General Provisions are Intended to be used in conjunction with a letter type Agreement p rticcorrec 1r(tem that is alleged tot
<br /> be SCIENTISTS•SURVEYORS
<br /> of
<br /> or a Request for Services between Widsetr Smith Notting&Assoc.,Inc.,a Minnesota invoice,in which5from thee date
<br /> 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.All accounts unpaid after 30 days from
<br /> WIDSETH to provide certain Architectural,and/or Enghreering 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 term'tills Agreement°refers to(1)the WIDSETH Proposal Letter which maximum amount authorized by law,whichever Is less.WIDSETH shall be entitled to recover
<br /> becomes used
<br /> the tsrAgreementupon Itse acceptanceall reasonable costs and disbursements,Including reasonable attorneys fees,Incurred in
<br /> by the Client,(2)these General Provisions connection 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 Exhibits and these General expenses and charges.CLIENT agrees that WIDSETH shall not be responsible for any claim
<br /> Provisions.These documents supersede all 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 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 addition,the CLIENT may at any time,reduce the scope of this Agreement Such reduction in
<br /> continuous progress of the Project in accordance wrath 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 bean Interruption of service,or amendment to the schedule. terminated upon seven days written notice as provided above.
<br /> 2.SCOPE OF SERVICES In the event of termination,and upon payment In full for all work performed and expenses
<br /> The ARTICLE of seOices covered bythis Agreement shall as set forth In the LetterAgreement incurred to the date of termination,documents that are identified as deliverables under the
<br /> Pe ! Letter Agreement whether finished or unfinished shall be made available by WIDSETH to the
<br /> or a 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 CLIENT
<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 /> ted profit on the value of the services not performed by WIDS
<br /> If WIDSETH Is of the opinion that any work they have been directed to perform Is beyond the accordance with the provisions of Ari3 d and the Letter Agreement and computed in
<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 All 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 LumpSum method of WIDSETH and its subconsultants retain all common law,statutory and other reserved rights,
<br /> Payment for WIDSETH's services shall apply to all or parts of a including,without limitation,copyright WIDSETH and its subconsultants maintain the right to
<br /> work scope where WIDSETH's tasks can be readily defined and/or where the level of 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 If the documents have not
<br /> 2. A Percentage of Construction or an HourlyRate method of of WIDSE fit's been finished(including,but not limited to,completion of final quality control),then WIDSETH
<br /> rmtagpayment shall have no liability for any claims expenses or damages that may arise out of items that
<br /> services shall apply to all or parts of a work scope where WIDSETH's tasks cannot be could have been corrected during compietionfqualty control.Any Instruments of Service
<br /> ready 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 an 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 Wended will be at CLIENT's
<br /> WIDSETH technical personnel times an hourly biling 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 sults 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 will be based on actual bids if the specifically verified,adapted,or authorized in writing by WIDSETH.This indemnity shall
<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 /> incurred in the performance of the woric 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 8.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 WIDSETH to commence work on the projector by
<br /> 4. The CLIENT shall make monthlyissuing a purchase order signed by a duly authorized representative.Such purchase order
<br /> payments to WIDSETH within 30 days of date of invoice shall 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. Nohvithslanding any purchase order provisions to the contrary,no warrantees,express or
<br /> implied,are made by WIDSETH.
<br />
|