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<br /> 'General Provisions of Professional �• � . _
<br /> Services Agreement .
<br /> ...,,, • enticed to recover all reasonable costs and disbursements,including reasonable attorneys fees,
<br /> incurred in connection with collecting amount owed by CUENT. In addition,WSN may, after
<br /> These General Provisions are intended to be used in conjunction with a letter-type Agreement or a
<br /> giving seven days written notice to the CLIENT,suspend services under this Agreement until
<br /> Request for Services between Widseth Smith Notting,a Minnesota Corporation,hereinafter referred WSN has been paid in full for all amounts then due for services, expenses and
<br /> charges. CLIENT
<br /> to as WSN, and a CLIENT,wherein the CLIENT engages WSN to provide certain Ardhitedural, agrees that WSN shall not be responsible for any claim for consequential damages arising from
<br /> . and/or Engineering services on a Project.
<br /> suspension of services hereunder.
<br /> As used herein, the term'This Agreement" refers to(1)the WSN Proposal Letter which becomes the
<br /> Letter Agreement upon its acceptance by the Client, (2)these General Provisions and(3)any ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINATION
<br /> attached Exhibits, as if they were part of one and the same document With respect to the order of Either Party has the right to terminate this Agreement upon seven days written notice. In addition,
<br /> supersedence, any attached Exhibits shall govern over these General Provisions and the Letter the CLIENT may at any time, reduce the scope of this Agreement Such reduction in scope shall
<br /> Agreement shall govern over any attached Exhibits and these General Provisions. be set forth in a written notice from the CLIENT to WSN. In the event of unresolved dispute over
<br /> change in scope or changed conditions, this Agreement may also be terminated upon seven days
<br /> -ARTICLE 1. PERIOD OF SERVICE
<br /> written notice as provided above.
<br /> The term of this Agreement for the performance of services hereunder shall be as set forth in the In the event of termination, all documents finished or unfinished, prepared by WSN under this
<br /> Letter Agreement In this regard, any lump sum or estimated maximum payment amounts set forth Agreement shall be made available by WSN to the CUENT
<br /> y pursuant to Article 6, and there shall
<br /> in the Letter Agreement have been established in anticipation of an orderly and continuous progress be no further obligation of the CUENT to WSN under this Agreement except for payment of
<br /> of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits amounts due and owing for work performed and expenses incurred to the date and time of
<br /> attached thereto. termination, plus an amount for WSN's anticipated profit on the value of the services not
<br /> ARTICLE 2. SCOPE OF SERVICES • for by WSN and computed in accordance with the provisions of Artiide 3 and the Letter
<br /> Agreement
<br /> A. The scope of services covered by this Agreement shall be as set forth in the Letter Agreement or .
<br /> a Request for Services. Such scope of services shall be adequately described in order that both the In the event of a reduction in scope of the Project work,WSN shall be paid for the work
<br /> CLIENT and WSN have an understanding of the expected work to be performed.
<br /> . pc=rfamed and expenses incurred on the project work thus reduced and for any completed and
<br /> abandoned work, for which payment has not been made, computed in accordance with the
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Scope of provisions of Article 3 and the Letter Agreement
<br /> this Agreement,or that the level of effort required significantly exceeds that estimated due to .
<br /> changed conditions and thereby constitutes extra work, they shall notify the CUENT of that fact. • • • .
<br /> Extra work, additional compensation for same, and extension of time for completion shall be covered ARTICLE 5. DISPOSMON OF PLANS, REPORTS AND OTHER DATA
<br /> by a revision to the Letter Agreement or Request for Services and entered into by both parties. CLIENT understands and acknowledges WSN's document as instruments of professional
<br /> service. All reports, plans, specifications,field data and notes and other documents, induding all
<br /> ARTICLE 3.COMPENSATION TO WSN documents on electronic media,prepared by WSN or its-consultants shall remain the property of
<br /> A. Compensation to WSN for services described in this Agreement shall be on a Lump Sum basis, WSN or its consultants, respectively. At the time of completion or termination of the work,WSN
<br /> "-Tentage of Construction, and/or Hourly Rate basis as designated in the Letter Agreement and as shall make copies available to the CLIENT,of all maps, tracings; reports,resource materials and
<br /> inafter described. other documents pertaining to the work or to the Project.All such documents are not intended or
<br /> represented to be suitable for reuse by the CLIENT or others on erdensions of the Projector any
<br /> . 1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a work scope other project.Any reuse without written*verification or adaptation by WSN for the specific purpose
<br /> where WSN's tasks can be readily defined and/or where the level of effort required to intended will be at CLIENT's sole risk and without liability Or legal exposure to WSN. in this
<br /> accomplish-such tasks can be estimated with a reasonable degree of karma/. The CLIENT mgt,the CUENT will indemnify and hold harmless WSN from '
<br /> lily any and all suits or claims of
<br /> shall make monthly payments to WSN within 30 days of date of invoice based on an estimated third parties arising out of such reuse,which is not specifically verified,adapted, or authorized by
<br /> percentage of completion of WSN's services. WSN. .
<br /> 2. A Percentage of Construction or an Hourly Rate method of payment of WSN's services shall In the event electronic copies of documents are made available to the CLIENT pursuant to the. •
<br /> apply to all or parts of a work scope where WSN's tasks cannot be readily defined and/or where foregoing paragraph, the CLIENT acknowledges that the useful life of electronic media such as
<br /> the level of effort required to accomplish such tasks cannot be estimated with any reasonable
<br /> magnetic tapes and/or floppy disks may be limited because of deterioration of the media or
<br /> degree of accuracy. Under an Hourly Rate method of payment,WSN shall be paid for the obsolescence of the computer hardware and/or software systems.Therefore,WSN makes no
<br /> actual hours worked on the Project by WSN technical personnel times an hourly billing rate
<br /> representation that such media will be fully usable beyond 30 days from date of delivery to
<br /> established for each employee. Hourly billing rates shall include compensation for all salary CLIENT.
<br /> costs, payroll burden,general,and administrative overhead and professional fee. in a .
<br /> Percentage of Construction method of payment final compensation will be based on actual ARTICLE 6. CLIENT'S ACCEPTANCE BY PURCHASE ORDER
<br /> bids if the project is bid and WSN's-estimate to the CLIENT if the project is not bid. A rate In lieu of or in addition to signing the acceptance blank on the Letter Agreement, the CLIENT may
<br /> schedule shall be furnished by WSN to CUENT upon which to base periodic payments to execute the contract by issuing a purchase order signed by a duly authorized representative.
<br /> WSN. Such purchase order shall incorporate by reference the terms and condition of this Agreement
<br /> In the event of a conflict between the terms and conditions of this Agreement and those contained
<br /> 3. In addition to the foregoing, WSN shall be reimbursed at cost for the following Direct Expenses in the CLIENT's purchase order,the terms and conditions of this Agreement shall govern.
<br /> when incurred in the performance of the work: =
<br /> p Notwithstanding any purchase order provisions to the contrary, no warrantees,express or
<br /> implied, are made by WSN.
<br /> (a) Travel and subsistence.
<br /> (b) Comps services. ARTICLE 7. CLIENTS RESPONSIBILITIES
<br /> (c) Outside professional and technical services with cost defined as the amount billed A. To permit WSN to perform the services required hereunder, the CLIENT shall supply, in
<br /> WSN.
<br /> (d) Identifiable reproduction and reprographic costs. proper time and sequence,the following at no expense to WSN: .
<br /> (e) . Other expenses for additional items and services as set forth in the Letter Agreement 1. Provide all necessary information regarding its requirements as necessary for orderly
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice based on dog of the work.
<br /> computations made in accordance with the above charges for services provided and expenses 2. Designate in writing,a
<br /> roamed to date, accompanied by supporting evidence as required. g n9. person to act as CLIENT's representative with respect to the services
<br /> to be rendered under this Agreement Such person shall have authority to transmit
<br /> instructions,receive instructions, receive information, interpret and define CLIENT's policies
<br /> " The CLIENT will pay the balance stated on the invoice unless CLIENT notifies WSN in writing with respect to WSN's services.
<br /> particular item that is alleged to be incorrect within 15 days from the date of invoice, in which
<br /> , only the disputed kern wilt remain undue until resolved by the parties. All accounts unpaid after 3. Furnish, as required for performance of WSN'
<br /> 30 days from the date of original invoice shall be subject to a service charge of � � ��0� s services(except to the extent provided
<br /> otherwise in the Letter Agreement or any Exhibits attached hereto), data prepared by or
<br /> 1 % per month, or the maximum amount authorized by law,whichever is Less.WSN shall be seances of others, mduding without limitation, core borings,probes and subsurface
<br /> H:IOFFICEiFORMS•GENERAL PROVISIONSIGENCOND2 FEE (2).doc June 2007
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