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<br /> General Provisions of Professional Services Agreement NMOL'ING
<br /> ` hose General Provisions are intended to be used in conjunction with a letter-type Agreement or a entitled to recover all reasonable costs and disbursements,including reasonable attorneys fees,
<br /> ".Request for Services between Widseth Smith Nolting,a Minnesota Corporation,hereinafter referred incurred in connection with collecting amount owed by CLIENT.In addition,WSN may,after
<br /> to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain Architectural, giving seven days written notice to the CLIENT,suspend services under this Agreement until
<br /> and/or Engineering services on a Project. WSN has been paid in full for all amounts then due for services,expenses and charges.CLIENT
<br /> agrees that WSN shall not be responsible for any claim for consequential damages arising from
<br /> As used herein,the term"this Agreement"refers to(1)the WSN Proposal Letter which becomes the suspension of services hereunder.
<br /> Letter Agreement upon its acceptance by the Client,(2)these General Provisions and(3)any
<br /> attached Exhibits,as if they were part of one and the same document.With respect to the order of
<br /> supersedence,any attached Exhibits shall govern over these General Provisions and the Letter ARTICLE 4. ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> Agreement shall govern over any attached Exhibits and these General Provisions. Either Party has the right to terminate this Agreement upon seven days written notice.In addition,
<br /> the CLIENT may at any time,reduce the scope of this Agreement.Such reduction in scope shall
<br /> be set forth in a written notice from the CLIENT to WSN.In the event of unresolved dispute over
<br /> ARTICLE 1.PERIOD OF SERVICE change in scope or changed conditions,this Agreement may also be terminated upon seven days
<br /> The term of this Agreement for the performance of services hereunder shall be as set forth in the written notice as provided above.
<br /> Letter Agreement.In this regard,any lump sum or estimated maximum payment amounts set forth
<br /> in the Letter Agreement have been established in anticipation of an orderly and continuous progress In the event of termination,all documents finished or unfinished,prepared by WSN under thi3
<br /> of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits Agreement shall be made available by WSN to the CLIENT pursuant to Article 6,and there shall
<br /> attached thereto. be no further obligation of the CLIENT to WSN under this Agreement except for payment of
<br /> amounts due and owing for work performed and expenses incurred to the date and time of
<br /> ARTICLE 2.SCOPE OF SERVICES termination,plus an amount for WSN's anticipated profit on the value of the services not
<br /> A. The scope of services covered by this Agreement shall be as set forth in the Letter Agreement or performed by WSN and computed in accordance with the provisions of Article 3 and the Letter
<br /> a Request for Services. Such scope of services shall be adequately described in order that both the Agreement.
<br /> CLIENT and WSN have an understanding of the expected work to be performed.
<br /> In the event of a reduction in scrape of the Project work,WSN shall be paid for the work
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Scope of performed and expenses incurred on the Project work thus reduced and for any completed and
<br /> this Agreement,or that the level of effort required significantly exceeds that estimated due to abandoned work,for which payment has not been made,computed in accordance with the
<br /> changed conditions and thereby constitutes extra work,they shall notify the CLIENT of that fact. provisions of Article 3 and the Letter Agreement.
<br /> Extra work,additional compensation for same,and extension of time for completion shall be covered
<br /> by a revision to the Letter Agreement or Request for Services and entered into by both parties.
<br /> ARTICLE 5. DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> ARTICLE 3.COMPENSATION TO WSN CLIENT understands and acknowledges WSN's documents as instruments of professional
<br /> A. Compensation to WSN for services described in this Agreement shall be on a Lump Sum basis, service. All reports,plans,specifications,field data and notes and other documents,including all
<br /> Percentage of Construction,and/or Hourly Rate basis as designated in the Letter Agreement and as documents on electronic media,prepared by WSN or its consultants shall remain the property of
<br /> hereinafter described. WSN or its consultants,respectively. At the time of completion or termination of the work,WSN
<br /> shall make copies available to the CLIENT,of all maps,tracings,reports,resource materials and
<br /> A Lump Sum method of payment for WSN's services shall apply to all or parts of a work scope other documents pertaining to the work or to the Project.All such documents are not intended or
<br /> where WSN's tasks can be readily defined and/or where the level of effort required to represented to be suitable for reuse by the CLIENT or others on extensions of the Project or any
<br /> accomplish such tasks can be estimated with a reasonable degree of accuracy. The CLIENT other project.Any reuse without written verification or adaptation by WSN for the specific purpose
<br /> shall make monthly payments to WSN within 30 days of date of invoice based on an estimated intended will be at CLIENTs sole risk and without liability or legal exposure to WSN.In this
<br /> percentage of completion of WSN's services. regard,the CLIENT will indemnify and hold harmless WSN from any and all suits or claims of
<br /> third parties arising out of such reuse,which is not specifically verified,adapted,or authorized by
<br /> 2. A Percentage of Construction or an Hourly Rate method of payment of WSN's services shall WSN.
<br /> apply to all or parts of a work scope where WSN's tasks cannot be readily defined and/or where
<br /> the level of effort required to accomplish such tasks cannot be estimated with any reasonable In the event electronic copies of documents are made available to the CLIENT pursuant to the
<br /> degree of accuracy.Under an Hourly Rate method of payment,WSN shall be paid for the foregoing paragraph,the CLIENT acknowledges that the useful life of electronic media such as
<br /> actual hours worked on the Project by WSN technical personnel times an hourly billing rate magnetic tapes and/or floppy disks may be limited because of deterioration of the media or
<br /> established for each employee.Hourly billing rates shall include compensation for all salary obsolescence of the computer hardware and/or software systems.Therefore,WSN makes no
<br /> costs,payroll burden,general,and administrative overhead and professional fee. In a representation that such media will be fully usable beyond 30 days from date of delivery to
<br /> Percentage of Construction method of payment,final compensation will be based on actual CLIENT.
<br /> bids if the project is bid and WSN's estimate to the CLIENT if the project is not bid. A rate
<br /> schedule shall be furnished by WSN to CLIENT upon which to base periodic payments to ARTICLE 6.CLIENTS ACCEPTANCE BY PURCHASE ORDER
<br /> WSN. In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CLIENT may
<br /> execute the contract by issuing a purchase order signed by a duly authorized representative.
<br /> 3. In addition to the foregoing,WSN shall be reimbursed at cost for the following Direct Expenses Such purchase order shall incorporate by reference the terms and conditions of this Agreement.
<br /> when incurred in the performance of the work: In the event of a conflict between the terms and conditions of this Agreement and those contained
<br /> in the CLIENT's purchase order,the terms and conditions of this Agreement shall govern.
<br /> (a) Travel and subsistence. Notwithstanding any purchase order provisions to the contrary,no warrantees,express or
<br /> (b) Computer services. implied,are made by WSN.
<br /> (c) Outside professional and technical services with cost defined as the amount billed
<br /> WSN. ARTICLE 7. CLIENT'S RESPONSIBILITIES
<br /> (d) Identifiable reproduction and reprographic costs. A. To permit WSN to perform the services required hereunder,the CLIENT shall supply,in
<br /> (e) Other expenses for additional items and services as set forth in the Letter Agreement. proper time and sequence,the following at no expense to WSN:
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice based on 1. Provide all necessary information regarding its requirements as necessary for orderly
<br /> computations made in accordance with the above charges for services provided and expenses progress of the work.
<br /> incurred to date,accompanied by supporting evidence as required.
<br /> 2. Designate in writing,a person to act as CLIENT's representative with respect to the services
<br /> B. The CLIENT will pay the balance stated on the invoice unless CLIENT notifies WSN in writing to be rendered under this Agreement.Such person shall have authority to transmit
<br /> of the particular item that is alleged to be incorrect within 15 days from the date of invoice,in which instructions,receive instructions,receive information,interpret and define CLIENTS policies
<br /> ^ase,only the disputed item will remain undue until resolved by the parties.All accounts unpaid after with respect to WSN's services.
<br /> ` )days from the date of original invoice shall be subject to a service charge of
<br /> %per month,or the maximum amount authorized by law,whichever is less.WSN shall be 3. Furnish,as required for performance of WSN's services(except to the extent provided
<br /> otherwise in the Letter Agreement or any Exhibits attached hereto),data prepared by or
<br /> services of others,including without limitation,core borings,probes and subsurface
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