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General Provisions of Professional <br />Services Agreement <br />These General PmvWKm are intended b he used in w*nclim with a left-type Agreement or a <br />Request for Services between Wklsedr Smith tolling, a bfenesota Corporation, hereinafter refereed <br />to as WSN, and a CLIENT, wherein the CLIENT engages WSN b provide certain Architectural, and/or <br />Engineering services on a Project <br />As used herein, the lerm'tlts Agreement" refers to (1) the WSN Proposal Letter which becomes the <br />Letter Agreement upon is acceptance by the Client (2) these General Provisions and (3) any <br />attached Exhibits, as I they were part of one and the same document With respect b the order of <br />supersederiM any attached Exhibits shat govern over these General Provisions and the Letter <br />Agreement shat govern over any attached Exhibits and these General Provisions. These <br />documents supersede all prior communications and constitute the entire Agreement between lie <br />parties. Amendments to this Agrfinent must be in writing and signed by both CLIENT and WSN. <br />ARTICLE 1. PERIOD OF SERVICE <br />The tern of this Agreement for the parfonmarnce of services hereunder shag be as set forth in the <br />Letter Agree ment. In this regard, any kimp sugm or estimated maximum payment amounts set forth <br />In the Letter Agreement have been established in anticipation of an ordery and continuous progress <br />of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits <br />attached thereto. <br />ARTICLE 2. SCOPE OF SERVICES <br />The scope of services covered by this Agreement shat be as set font in the Letter Agreement or a <br />Request for Services. Such scope of services shall be adequately described in order that both the <br />CLIENT and WSN have an understanding of the expected work to be performed. <br />If WSN is of the opinion that any work they have been directed to perform is beyond the Scope of <br />this Agreement, or that fie lewd of effort required significarmtly exceeds that estimated due to <br />changed conditions and thereby constikdes extra work, they shat notify the CLIENT of that fad. <br />Extra work, additional compensation for same, and extension of time for completion shag be covered <br />by a revision to tie Letter Agreement or Request for Services and entered into by both parties. <br />ARTICLE 3. COMPENSATION TO WSN <br />A. Compensation to WSN for services described in this Agreement shat be on a Lump Sun basis, <br />Percentage of Construction, ardfor Hourly Rate basis as designated 'n the Letter Agreement and <br />as hereinafter described. <br />1. A Lump Sum method of payment for WSN's services shat apply to all or parts of a work <br />scope where WSN's tasks can be madly defined and/or where the level of effort required to <br />accomplish such tasks can be estimated with a reasonable degree of accuracy. The CLIENT <br />shall make monthly payments to WSN wife 30 days of date of novice based on an <br />estimated percentage of completion of WSNs services. <br />A Percentage of Construction or an Hourly Rate method of payment of WSN's services shat <br />apply to all or parts of a work scope where WSNs tasks cannot be readily defined and/or <br />where the level of effort required for accomplish such tasks cannot be estimated with any <br />reasonable degree of accuracy. Under an Hourly Rate meted of payment, WSN shat be <br />paid for the actual lours worked an the Project by WSN technical personnel times an hoary <br />tilling rate - Wifshed for each employee. Howdy billing rates shat Include compensation for <br />all salary costs, payrol burden, general, and administrative overhead and professional fee. In <br />a Percentage of Construction method of payment, final compensation will be based on actual <br />bids i Ilia project is bid and WSN's estimate to the CLIENT nit the project is not bid. A rate <br />schedule shag be famished by WSN to CLIENT upon which to base periodic payments to <br />WSN. <br />3. In addition to the foregoing, WSN shag be reimbursed at cost for the following Direct <br />Expenses when inci nred in the performance of the wok: <br />(a) Travel and subsistence. <br />(b) Computer services. <br />(c) Outside professional and ech nical services with cost defined as the amount billed WSN. <br />(d) Identifiable reproduction and mprographic costs. <br />(e) Other ame ses for addtional Ito s and services as set forth in Ile Letter Agreement <br />4. The CLIENT shall make monthly payments to WSN within 30 days of dale of novice based <br />an computations made In accordance with the above charges for services provided and <br />expenses incurred to date, accompanied by supporting evidence as available. <br />B. The CLIENT will pay the balance staled on the invoice unless CLIENT ratifies WSN in wring of <br />the particular item gnat is alleged to be incorrect within 15 days from the dale of invoice. in which <br />case, only the disputed lem wil remain undue urol resolved by tie parties. Al accounts unpaid <br />after 30 days ion the date of original invoke shat be subject to a service charge of 1 % per <br />month, or the maximum amount aultadzed by law, whichever is less. WSN shall be entitled to <br />WIDSETH <br />recover all reasonable costs and disbursements, knduring SMITH <br />reasonable attorneys fees, incurred in connection with NOLTTNG <br />colec*V amount owed by CLIENT. M addition, WSN may, <br />after giving seven days written notice lo the CLIENT, suspend <br />services wider this Agreement urd WSN has been paid in kill for all amounts ten due for <br />services, expenses and charges. CLIENT agrees that WSN shall not be responsible for any <br />dun for delay or other consequential damages arising from suspension of services <br />hereunder. Upon payment in fug by Client and WSN's resumption of services, the lime for <br />Performance of WSN's services shall be equitably adjusted to account for the period of <br />suspension and other reasonable time necessary b resume perbmmarwe. <br />ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINATION <br />Either Party has tie right b lennnale this Agreement upon seven days written notice. in addition, <br />the CLIENT may at any tine. reduce the scope of tits Agreement. Such reduction in scope shall <br />be set birth it a written notice from the CLIENT to WSN. In the event of unresolved dispute over <br />change in scope or charged conditions, this Agreement may also be terminated upon seven days <br />written notice as provided above . <br />In the event of termination, and upon payment in hit for all work perbmhed and expenses <br />kxxrred b the date of termination, documents that are Identified as deliverables wider the Leber <br />Agreement whether finished or unfinished shall be made available by WSN to the CLIENT <br />pursuant to Article 5, and there shat be no further payment obligation of the CLIENT to WSN <br />under this Agreement except for payment of an amount for WSN's anticipated profit on the value <br />of the services not performed by WSN and rxxnputed in accordance with the provisions of Article <br />3 and the Letter Agreement <br />In the event of a reduction in scope of the Project work, WSN shal be paid for the work <br />performed and expenses incurred on the Pmject work tors reduced and for any completed and <br />abandoned work, for which payment has not been made, computed in accordance with the <br />provisions of ArtM1e 3 and the Letter Agreement <br />ARTICLE S. DISPOSITION OF PLANS, REPORTS AND OTHER DATA <br />Al reports, plans, specifications, field data and notes and other documents, including all <br />documents on electronic media, prepared by WSN or its consultants are Instruments of Service <br />and shag remain the property of WSN or is consultants, respectively. WSN and is <br />subconsultants retain all common law, statutory and other reserved rights, including, without <br />imiatfon, copyright WSN and is subconsukants maintain the right to determine i production wil <br />be made, and allowable format for production, of any electronic media or data to CLIENT or any <br />tiird-party. Upon payment in fug of monies due pursuant to the Agreement, WSN shat make <br />hard copies available to the CLIENT, of all documents that are identified as defverables under <br />the Letter Agreement K the documents have not been finished (including, but not fimited to, <br />completion of foal quality contmQ, then WSN shelf have no liability for any claims expenses or <br />damages that may arise out of dears that could have been corrected dwhv corrilib unity <br />control. Any Instruments of Service provided are rat intended or represented to be suitable for <br />reuse by the CLIENT or otters on extensions of the Project or any other project. Any modification <br />or reuse without written verification or adaptation by WSN for the specific purpose intended wil <br />be at CLIENrs sole risk and without fabiiy or legal exposure to WSN. CLIENT shall indemnify, <br />defend and hold harmless WSN from any and all suits or claims of third parties arising out of use <br />of unfinished documents, or modification or reuse of finished documents, which is not sped6caly <br />verified, adapted, or authorized by WSN. This indemnity shat survive fie termination of this <br />Agreement. <br />Should WSN choose to deliver to CLIENT documents in electronic form, CLIENT acknowledges <br />that diterenoes may exist between any electronic files delivered and the printed hard -copy. <br />Copies of documents that may be relied upon by CLIENT are limited to the printed hard-copies <br />that are signed a filar sealed by WSN. Files in-electronic form are only for convenience of <br />CLIENT. Arry conclusion or information obtained or derived from such electronic documents wil <br />be at users sole risk. CLIENT acknowledges that the useful life of some fors of electronic <br />media may be linked because of deleriorAm of the media or obsolescence of to Computer <br />hardware and/or software systems. Therefore, WSN makes no representation that such media <br />will be fully usable beyond 30 days from dale of delivery to CLIENT. <br />ARTICLE IL CLIENTS ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS <br />In feu of or in addition to signing the acceptance dank on the Letter Agreement, the CLIENT may <br />accept this Agreement by permitting WSN to commence work on the project or by issuing a <br />purchase order signed by a duly auta tmif representative. Such purchase order shat <br />incorporate by reference the terms and corditions of this Agreement. In the evert of a conflid <br />between the lems and conditions of this Agreement and those contained in the CLIENT's <br />purchase order, the terns and conditions of this Agreement shag govern Notwithstanding arty <br />purchase order provisions b the contrary, no warranlees, express or implied, are made by WSN. <br />