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TOLTZ, KING, DUVALL, ANDERSON AND ASSOCIATES, INCORPORATED
<br /> General Provisions Of Architect-Engineer Agreement
<br /> ARTICLE 1.GENERAL ARTICLE 4.EXTRA WORK
<br /> These General Provisions are intended to be used in conjunction with a letter-type If TKDA is of the opinion that any work they have been directed to perform is beyond
<br /> Agreement between Toltz, King, Duvall, Anderson and Associates, Incorporated, a the Scope of this Agreement,or that the level of effort required significantly exceeds
<br /> Minnesota Corporation,hereinafter referred to as TKDA, and a OWNER, wherein the that estimated due to changed conditions and thereby constitutes extra work,they shall
<br /> OWNER engages TKDA to provide certain Architectural,andlor Engineering services on notify the OWNER of that fact. Extra work, additional compensation for same, and
<br /> a Project. extension of time for completion shall be covered by a Supplemental Agreement entered
<br /> As used herein,the term"this Agreement"refers to(1)the TKDA Proposal Letter which
<br /> into by both parties.
<br /> becomes the Letter Agreement upon its acceptance by the OWNER,(2)these General ARTICLE 5.ABANDONMENT,CHANGE OF PLAN AND TERMINATION
<br /> Provisions and(3) any attached Exhibits, as if they were part of one and the same
<br /> document.With respect to the order of supersedence,any attached Exhibits shall govern Either Party has the right to terminate this Agreement upon seven days written notice.
<br /> Exhibits an
<br /> Exhr theseGeneralnerloPand the Letter Agreement shall govern over any attached In addition,the OWNER may at any time,reduce the scope of this Agreement.Such
<br /> Exhibits d these GePrr ovisions.
<br /> reduction in scope shall be set forth in a written notice from the OWNER to TKD n
<br /> ARTICLE 2.PERIOD OF SERVICE the event of unresolved dispute over change in scope or changed conditions,this
<br /> Agreement may also be terminated upon seven days'written notice as provided above.
<br /> The term of this Agreement for the performance of services hereunder shall be as set
<br /> forth in the Letter Agreement. In this regard,any lump sum or estimated maximum In the event of termination,all documents finished or unfinished,prepared by TKDA
<br /> payment amounts set forth in the Letter Agreement have been established in anticipation under this Agreement shall be made available by TKDA to the OWNER pursuant to Article
<br /> of an orderly and continuousprogress of the Project in accordance with the schedule set 6,and there shall be no further obligation of the OWNER to TKDA under this Agreement,
<br /> forth in the Letter Agreement or any Exhibits attached thereto. except for payment of amounts due and owing for work performed and expenses incurred
<br /> to the date and time of termination,computed in accordance with the provisions of
<br /> ARTICLE 3.COMPENSATION TO TKDA Article 3 and the Letter Agreement.
<br /> A. Compensation to TKDA for services described in this Agreement shall be on a lump In the event of a reduction in scope of the Project work,TKDA shall be paid for the
<br /> Sum basis andlor an Hourly Rate basis as designated in the letter Agreement and as work performed and expenses incurred on the Project work thus reduced and for any
<br /> hereinafter described, completed and abandoned work,for which payment has not been made,computed in
<br /> 1. A Lump Sum method of payment for TKDA's services shall apply to all or parts accordance with the provisions of Article 3 and the Letter Agreement.
<br /> of a work scope where TKDA's tasks can be readily defined andlor where the ARTICLE B.DISPOSITION OF PLANS,REPORTS AND OTHER DATA
<br /> level of effort required to accomplish such tasks can be estimated with a
<br /> reasonable degree of accuracy.The OWNER shall make monthly payments to
<br /> TKDA within 30 days of date of invoice based on an estimated percentage of At the time of completion or termination of the work,TKDA shall make available to the
<br /> completion of TKDA's services. OWNER.all maps.tracings,reports,resource materials and other documents pertaining
<br /> to the work or to the Project.All such documents are not intended or represented to be
<br /> 2. An Hourly Rate method of payment for TKOA's services shall apply to all or suitable for reuse by the OWNER or others on extensions of the Project or any other
<br /> parts of a work scope where TKDA's tasks cannot be readily defined andlor project.Any reuse without written verification or adaptation by TKDA for the specific
<br /> where the level of effort required to accomplish such tasks cannot be estimated purpose intended will be at OWNER's sale risk and without liability or legal exposure to
<br /> with any reasonable degree of accuracy. Under an Hourly Rate method of TKDA.In this regard,the OWNER will indemnify and hold harmless TKDA from any and
<br /> payment.TKDA shall be paid for the actual hours worked on the Project by all suits or claims of third parties arising out of such reuse, which is not specifically
<br /> TKDA technical personnel times an hourly billing rate established for each verified,adapted.or authorized by TKDA.
<br /> employee. Hourly billing rates shall include compensation for all salary costs.
<br /> payroll burden,general and administrative overhead and professional fee.A rate In the event electronic copies of documents are made available to the OWNER pursuant
<br /> schedule shall be furnished by TKDA to OWNER upon request.
<br /> to the foregoing paragraph,the OWNER acknowledges the useful lice of electronic
<br /> In addition to the foregoing,TKDA shall be reimbursed at cost for the following media such as magnetic tapes andlor floppy disks may be limited because of
<br /> Direct Expenses when incurred in the performance of the work: deterioration of the media or obsolescence of the computer hardware andlor software
<br /> systems.Therefore,TKDA makes no representation that such media will be fully usable
<br /> (a) Travel and subsistence. beyond 30 days from date of delivery to OWNER.
<br /> (b) Computer services.
<br /> (c) Outside professional and technical services with cost defined as the amount ARTICLE 7.OWNER'S ACCEPTANCE BY PURCHASE ORDER
<br /> billed TKDA plus 10%.
<br /> (d) Identifiable reproduction and reprographic costs. In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the
<br /> (e) Other expenses for additional items and services as set forth in the Letter OWNER may execute the contract by issuing a purchase order signed by a duly
<br /> Agreement. authorized representative.Such purchase order shall incorporate by reference the terms
<br /> and conditions of this Agreement. In the event of a conflict between the terms and
<br /> The OWNER shall make monthly payments to TKDA within 30 days of date of conditions of this Agreement and those contained in the OWNER's purchase order,the
<br /> invoice based on computations made in accordance with the above charges for terms and conditions of this Agreement shall govern.Notwithstandingany purchase order
<br /> services provided and expenses incurred to date, accompanied by supporting provisions to the contrary,no warrantees,express or implied,are made by TKDA.
<br /> evidence as required.
<br /> ARTICLE B.OWNER'S RESPONSIBILITIES
<br /> B. The OWNER will pay the balance stated on the invoice unless OWNER notifies TKDA
<br /> in writing of the particular item that is alleged to be incorrect within 15 days from the A. To permit TKDA to perform the services required hereunder,the OWNER shall supply,
<br /> date of invoice,in which case,only the disputed item will remain undue until resolved in proper time and sequence,the following at no expense to TKDA:
<br /> by the parties.All accounts unpaid after 30 days from the date of original invoice shall
<br /> be subject to a service charge of 1.112%per month,or the maximum amount authorized 1. Provide all necessary information regarding its requirements as necessary for
<br /> by law,whichever is less. TKDA shall be entitled to recover all reasonable costs and orderly progress of the work.
<br /> disbursements,including reasonable attorneys fees,incurred in connection with collecting
<br /> amounts owed by OWNER.In addition.TKDA may after giving seven days'written notice 2. Designate in writing,a person to act as OWNER's representative with respect
<br /> to the OWNER,suspend services under this Agreement until TKOA has been paid in full to the services to be rendered under this Agreement.Such person shall have
<br /> for all amounts then due for services,expenses and charges.OWNER agrees that TKDA authority to transmit instructions, receive instructions, receive information,
<br /> shall not be responsible for any claim for consequential damages arising from suspension interpret and define OWNER's policies with respect to TKDA's services.
<br /> of services hereunder.
<br /> TKDA.OWNER GENERAL PROVISIONS OCTOBER 1993
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