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<br /> General Provisions of Professional Services Agreement SMITH
<br /> NM-1
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<br /> '---Ihese General Provisions are intended to be used in conjunction with a letter-type Agreement All accounts unpaid after 30 days from the date of original invoice shall be subject to a service
<br /> or a Request for Services between Widseth Smith Notting,a Minnesota Corporation,hereinafter charge of 1-112%per month,or the maximum amount authorized by law,whichever is less.WSN
<br /> referred to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain shall be entitled to recover all reasonable costs and disbursements,including reasonable attorneys
<br /> Architectural,and/or Engineering services on a Project fees,incurred in connection with collecting amount owed by CLIENT.In addition,WSN may,after
<br /> giving seven days written notice to the CLIENT,suspend services under this Agreement unfit WSN
<br /> As used herein,the term'this Agreement"refers to(1)the WSN Proposal Letter which becomes has been paid in full for all amounts then due for services,expenses and charges.CLIENT agrees
<br /> the Letter Agreement upon its acceptance by the Client,(2)these General Provisions and(3) that WSN shall not be responsible for any claim for consequential damages arising from suspension
<br /> any attached Exhibits,as if they were part of one and the same document.With respect to the of services hereunder.
<br /> order of supersedence,any attached Exhibits shall govern over these General Provisions and
<br /> the Letter Agreement shall govern over any attached Exhibits and these General Provisions.
<br /> ARTICLE 4. ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> Either Party has the right to terminate this Agreement upon seven days written notice.In addition,
<br /> ARTICLE 1.PERIOD OF SERVICE the CLIENT may at any time,reduce the scope of this Agreement.Such reduction in scope shall be
<br /> The term of this Agreement for the performance of services hereunder shall be as set forth in set forth in a written notice from the CLIENT to WSN.In the event of unresolved dispute over change
<br /> the Letter Agreement.In this regard,any lump sum or estimated maximum payment amounts in scope or changed conditions,this Agreement may also be terminated upon seven days written
<br /> set forth in the Letter Agreement have been established in anticipation of an orderly and notice as provided above.
<br /> continuous progress of the Project in accordance with the schedule set forth in the Letter
<br /> Agreement or any Exhibits attached thereto. In the event of termination,all documents finished or unfinished,prepared by WSN under this
<br /> Agreement shall be made available by WSN to the CLIENT pursuant to Article 6,and there shall be
<br /> no further obligation of the CLIENT to WSN under this Agreement except for payment of amounts
<br /> ARTICLE 2.SCOPE OF SERVICES due and owing for work performed and expenses incurred to the date and time of termination,plus
<br /> A. The scope of services covered by this Agreement shall be as set forth in the Letter an amount for WSN's anticipated profit on the value of the services not performed by WSN and
<br /> Agreement or a Request for Services. Such scope of services shall be adequately described in computed in accordance with the provisions of Article 3 and the Letter Agreement.
<br /> order that both the CLIENT and WSN have an understanding of the expected work to be
<br /> performed. In the event of a reduction in scope of the Project work,WSN shall be paid for the work performed
<br /> and expenses incurred on the Project work thus reduced and for any completed and abandoned
<br /> If WSN is of the opinion that any work they have been directed to perform is beyond the Scope work,for which payment has not been made,computed in accordance with the provisions of Article 3
<br /> of this Agreement,or that the level of effort required significantly exceeds that estimated due to and the Letter Agreement.
<br /> changed conditions and thereby constitutes extra work,they shall notify the CLIENT of that fact.
<br /> Extra work,additional Compensation for same,and extension of time for completion shall be
<br /> covered by a revision to the Letter Agreement or Request for Services and entered into by both ARTICLE 5. DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> parties. CLIENT understands and acknowledges WSN's documents as instruments of professional service.
<br /> All reports,plans,specifications,field data and notes and other documents,including all documents
<br /> on electronic media,prepared by WSN or its consultants shall remain the property of WSN or its
<br /> ARTICLE 3.COMPENSATION TO WSN consultants,respectively.At the time of completion or termination of the work,WSN shall make
<br /> A. Compensation to WSN for services described in this Agreement shall be on a Lump Sum copies available to the CLIENT,of all maps,tracings,reports,resource materials and other
<br /> basis.Percentage of Construction,and/or Hourly Rate basis as designated in the Letter documents pertaining to the work or to the Project.All such documents are not intended or
<br /> Agreement and as hereinafter described. represented to be suitable for reuse by the CLIENT or others on extensions of the Project or any
<br /> other project.Any reuse without written verification or adaptation by WSN for the specific purpose
<br /> 1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a work intended will be at CLIENT's sole risk and without liability or legal exposure to WSN.In this regard,
<br /> scope where WSN's tasks can be readily defined and/or where the level of effort required the CLIENT will indemnify and hold harmless WSN from any and all suits or claims of third parties
<br /> to accomplish such tasks can be estimated with a reasonable degree of accuracy. The arising out of such reuse,which is not specifically verified,adapted,or authorized by WSN.
<br /> CLIENT shall make monthly payments to WSN within 30 days of date of invoice based on
<br /> an estimated percentage of completion of WSN's services. In the event electronic copies of documents are made available to the CLIENT pursuant to the
<br /> foregoing paragraph,the CLIENT acknowledges that the useful life of electronic media such as
<br /> 2 A Percentage of Construction or an Hourly Rate method of payment of WSN's services magnetic tapes and/or floppy disks may be limited because of deterioration of the media or
<br /> shall apply to all or parts of a work scope where WSN's tasks cannot be readily defined obsolescence of the computer hardware and/or software systems.Therefore,WSN makes no
<br /> and/or where the level of effort required to accomplish such tasks cannot be estimated with representation that such media will be fully usable beyond 30 days from date of delivery to CLIENT
<br /> any reasonable degree of accuracy.Under an Hourly Rate method of payment,WSN shall
<br /> be paid for the actual hours worked on the Project by WSN technical personnel times an
<br /> hourly billing rate established for each employee.Howdy billing rates shall include ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER
<br /> compensation for all salary costs,payroll burden,general,and administrative overhead and In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CLIENT may
<br /> professional fee. In a Percentage of Construction method of payment,final compensation execute the contract by issuing a purchase order signed by a duly authorized representative.Such
<br /> will be based on actual bids if the project is bid and WSN's estimate to the CLIENT if the purchase order shall incorporate by reference the terms and conditions of this Agreement.In the
<br /> project is not bid. A rate schedule shall be furnished by WSN to CLIENT upon which to event of a conflict between the terms and conditions of this Agreement and those contained in the
<br /> base periodic payments to WSN. CLIENT's purchase order,the terms and conditions of this Agreement shall govern.Notwithstanding
<br /> any purchase order provisions to the contrary,no warrantees,expressed or implied,are made by
<br /> 3. In addition to the foregoing,WSN shall be reimbursed at lost for the following Direct WSN.
<br /> Expenses when incurred in the performance of the work:
<br /> (a) Travel and subsistence. ARTICLE 7. CLIENT'S RESPONSIBILITIES
<br /> (b) Computer services. A. To permit WSN to perform the services required hereunder,the CLIENT shall supply,in proper
<br /> (c) Outside professional and technical services with cost defined as the amount billed time and sequence,the following at no expense to WSN:
<br /> WSN.
<br /> (d) Identifiable reproduction and reprographic costs. 1. Provide all necessary information regarding its requirements as necessary for orderly progress
<br /> (e) Other expenses for additional items and services as set forth in the Letter of the work.
<br /> Agreement
<br /> 2. Designate in writing,a person to act as CLIENT's representative with respect to the services to
<br /> 4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice based be rendered under this Agreement.Such person shall have authority to transmit instructions,
<br /> on computations made in accordance with the above charges for services provided and receive instructions,receive information,interpret and define CLIENT's policies with re 5U o
<br /> expenses incurred to date,accompanied by supporting evidence as required. WSN's services.
<br /> B. The CLIENT will pay the balance stated on the invoice unless CLIENT nofifies WSN
<br /> writing of the particular item that is alleged to be incorrect within 15 days from the date of
<br /> invoice,in which case,only the disputed item will remain undue until resolved by the parties. t ;-
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