09.08 - Building Addition and Salt Shed Design Proposal

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General Provisions of Professional B.The CLIENT will pay the balance WIDSETH stated on the invoice unless CLIENT Services Agreement item that WSN alleged in writing of the pa '� SMITH t be invoice,i whhic 15 days from the date item invoice,in winch NOLTING These General Provisions are intended to be used in conjunction with a letter-type Agreement case,only the disputed item oil remain or a Request for Services between Widseth Smith Nolting,a Minnesota Corporation,hereinafter undue until resolved by the parties.All referred to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain accounts unpaid after 30 days from the erw. wawa..r n roar. Architectural,and/or Engineering services on a Project date of original invoice shall be subject to a service charge of 1%per month,or the maximum amount authorized by law,whichever is less.WSN shall be entitled to recover al As used herein,the term'this Agreement'refers to(1)the WSN Proposal Letter which reasonable costs and disbursements,Including reasonable attorneys fees,incurred in becomes the Letter Agreement upon its acceptance by the Client,(2)these General Provisions connection with collecting amount owed by CLIENT.In addition,WSN may,after giving 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 to the order of precedence,any attached Exhibits shall govern over these General Provisions, this Agreement until WSN has been paid in fug for all amounts then due for services, and the Letter Agreement shall govern over any attached Exhibits and these General expenses and charges.CLIENT agrees that WSN shal not be responsible for any claim for Provisions. These documents supersede all prior communications and constitute the entire delay or other consequential damages arising from suspension of services hereunder. Upon Agreement between the parties.Amendments to this Agreement must be in writing and signed payment in full by Client and WSN's resumption of services,the time for performance of by both CLIENT and WSN. WSN's services shall be equitably adjusted to account for the period of suspension and other reasonable time necessary to resume performance. ARTICLE 1.PERIOD OF SERVICE 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 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 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 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 WSN.In the event of Agreement or any Exhibits attached thereto.WSN shall be entitled to an equitable adjustment unresolved dispute over change in scope or changed conditions,this Agreement may also be to its fee should there be an interruption of services,or amendment to the schedule. terminated upon seven days written notice as provided above. In the event of termination,and upon payment in full for all work performed and expenses ARTICLE 2.SCOPE OF SERVICES incurred to the date of termination,documents that are identified as deliverables under the 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 or a Request for Services. Such scope of services shal be adequately described in order that CLIENT pursuant to Article 5,and there shall be no further payment obligation of the CLIENT both the CLIENT and WSN have an understanding of the expected work to be performed. to WSN under this Agreement except for payment of an amount for WSN's anticipated profit on the value of the services not performed by WSN and computed in accordance with the If WSN is of the opinion that any work they have been directed to perform is beyond the Scope provisions of Article 3 and the Letter Agreement. of this Agreement,or that the level of effort required significantly exceeds that estimated due to changed conditions and thereby constitutes extra work,they shal notify the CLIENT of that fad. In the event of a reduction in scope of the Project work,WSN shall be paid for the work Extra work,additional compensation for same,and extension of time for completion shall be performed and expenses incurred on the Project work thus reduced and for any completed 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 parties. the provisions of Article 3 and the Letter Agreement. ARTICLE 3.COMPENSATION TO WSN ARTICLE 5. DISPOSITION OF PLANS,REPORTS AND OTHER DATA 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,including all basis,Percentage of Construction,and/or Hourly Rate basis as designated in the Letter documents on electronic media,prepared by WSN or its consultants are Instruments of Agreement and as hereinafter described. Service and shall remain the property of WSN or its consultants,respectively. WSN and its subconsultants retain all common taw,statutory and other reserved rights,including,without 1. A Lump Sum method of payment for WSN's services shal apply to all or parts of a wodc limitation,copyright WSN and its subconsulants maintain the right to determine if scope where WSN's tasks can be readily defined and/or where the level of effort required production will be made,and allowable format for production,of any electronic media or data 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 CLIENT shall make monthly payments to WSN within 30 days of date of invoice based Agreement,WSN shall make hard copies available to the CLIENT,of all documents that are on an estimated percentage of completion of WSN's services. identified as deliverables under the Letter Agreement If the documents have not been finished(including,but not limited to,completion of final quality control),then WSN shall have 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 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 and/or where the level 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 with any reasonable degree of accuracy.Under an Hourly Rate method of payment, of the Project or any other project Any modification or reuse without written verification or WSN shall be paid for the actual hours worked on the Project by WSN technical adaptation by WSN for the specific purpose intended will be at CLIENT's sole risk and 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 harmless shall include compensation 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 administrative overhead and professional fee. In a Percentage of Construction method documents,or modification or reuse of finished documents,which is not specilcaly verified, of payment,final compensation will be based on actual bids if the project is bid and adapted,or authorized in writing by WSN.This indemnity shall survive the termination of this WSN's estimate to the CLIENT if the project is not bid.A rate schedule shall be Agreement. furnished by WSN to CLIENT upon which to base periodic payments to WSN. Should WSN choose to deliver to CLIENT documents in electronic form,CLIENT 3. In addition 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 in the Letter Agreement or Fee Schedule and the following Direct Expenses when printed hard-copy. Copies of documents that may be retied upon by CLIENT are limited to incurred in the perfomiance of the work: the printed hard-copies that are signed and/or sealed by WSN. Files in electronic form are only for convenience of CLIENT. Any conclusion or information obtained or derived from (a)Travel and subsistence. such electronic documents will be at user's sole risk.CLIENT acknowledges that the useful (b)Specialized computer services or programs. life of some forms of electronic media may be limited because of deterioration of the media or (c)Outside professional and technical services with cost defined as the amount billed obsolescence of the computer hardware and/or software systems.Therefore,WSN makes WSN. no representation that such media will be fully usable beyond 30 days from date of delivery to (d)Identifiable reproduction and reprographic costs. CLIENT. (a)Other expenses for items such as permit application fees,license fees,or other additional items and services whether or not specifically identified In the Letter ARTICLE 6.CLIENTS ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS Agreement or Fee Schedule. In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CUENT 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice may accept this Agreement by permitting WSN to commence work on the project or by Y P Ym ys issuing a purchase order signed by a duly authorized representative.Such purchase order based on computations made in accordance with the above charges for services shall incorporate by reference the terms and conditions of this Agreement.In the event of a provided and expenses incurred to date,accompanied by supporting evidence as conflict between the terms and conditions of this Agreement and those contained in the available. CLIENT's purchase order,the terms and conditions of this Agreement shall govern. Notwithstanding any purchase order provisions to the contrary,no warrantees,express or i pled,are made by WSN.