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<br />General Provisions of Professional
<br />Services Agreement
<br />These General Provisions are intended to be used in conjunction with a letter-type Agreement
<br />or a Request for Services between Widseth Smith Nolting & Assoc., Inc., a Minnesota
<br />Corporation, hereinafter referred to as WIDSETH, and a CLIENT, wherein the CLIENT engages
<br />WIDSETH to provide certain Architectural, and/or Engineering services on a Project. As used herein, the term “this Agreement” refers to (1) the WIDSETH Proposal Letter which becomes the Letter Agreement upon its acceptance by the Client, (2) these General Provisions and (3) any attached Exhibits, as if they were part of one and the same document. With respect
<br />to the order of precedence, any attached Exhibits shall govern over these General Provisions,
<br />and the Letter Agreement shall govern over any attached Exhibits and these General
<br />Provisions. These documents supersede all prior communications and constitute the entire Agreement between the parties. Amendments to this Agreement must be in writing and signed by both CLIENT and WIDSETH. ARTICLE 1. PERIOD OF SERVICE
<br />The term of this Agreement for the performance of services hereunder shall be as set forth in
<br />the Letter Agreement. In this regard, any lump sum or estimated maximum payment amounts set forth in the Letter Agreement have been established in anticipation of an orderly and continuous progress of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits attached thereto. WIDSETH shall be entitled to an equitable adjustment to its fee should there be an interruption of services, or amendment to the schedule.
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<br /> ARTICLE 2. SCOPE OF SERVICES The scope of services covered by this Agreement shall be as set forth in the Letter Agreement or a Request for Services. Such scope of services shall be adequately described in order that both the CLIENT and WIDSETH have an understanding of the expected work to be performed.
<br />If WIDSETH is of the opinion that any work they have been directed to perform is beyond the
<br />Scope of this Agreement, or that the level of effort required significantly exceeds that estimated
<br />due to changed conditions and thereby constitutes extra work, they shall notify the CLIENT of that fact. Extra work, additional compensation for same, and extension of time for completion shall be covered by a revision to the Letter Agreement or Request for Services and entered into by both parties.
<br /> ARTICLE 3. COMPENSATION TO WIDSETH
<br />A. Compensation to WIDSETH for services described in this Agreement shall be on a Lump Sum basis, Percentage of Construction, and/or Hourly Rate basis as designated in the Letter Agreement and as hereinafter described. 1. A Lump Sum method of payment for WIDSETH’s services shall apply to all or parts of a
<br />work scope where WIDSETH’s tasks can be readily defined and/or where the level of
<br />effort required to accomplish such tasks can be estimated with a reasonable degree of
<br />accuracy. The CLIENT shall make monthly payments to WIDSETH within 30 days of date of invoice based on an estimated percentage of completion of WIDSETH’s services. 2. A Percentage of Construction or an Hourly Rate method of payment of WIDSETH’s services shall apply to all or parts of a work scope where WIDSETH’s tasks cannot be
<br />readily defined and/or where the level of effort required to accomplish such tasks cannot
<br />be estimated with any reasonable degree of accuracy. Under an Hourly Rate method of
<br />payment, WIDSETH shall be paid for the actual hours worked on the Project by WIDSETH technical personnel times an hourly billing rate established for each employee. Hourly billing rates shall include compensation for all salary costs, payroll burden, general, and administrative overhead and professional fee. In a Percentage of Construction method of payment, final compensation will be based on actual bids if the
<br />project is bid and WIDSETH’s estimate to the CLIENT if the project is not bid. A rate
<br />schedule shall be furnished by WIDSETH to CLIENT upon which to base periodic
<br />payments to WIDSETH. 3. In addition to the foregoing, WIDSETH shall be reimbursed for items and services as set forth in the Letter Agreement or Fee Schedule and the following Direct Expenses when incurred in the performance of the work:
<br />(a) Travel and subsistence.
<br />(b) Specialized computer services or programs.
<br />(c) Outside professional and technical services with cost defined as the amount billed
<br />WIDSETH.
<br />(d) Identifiable reproduction and reprographic costs.
<br />(e) 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
<br />Agreement or Fee Schedule.
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<br />4. The CLIENT shall make monthly payments to WIDSETH within 30 days of date of invoice
<br />based on computations made in accordance with the above charges for services
<br />provided and expenses incurred to date, accompanied by supporting evidence as
<br />available.
<br /> B. The CLIENT will pay the balance
<br />stated on the invoice unless CLIENT
<br />notifies WIDSETH in writing of the
<br />particular item that is alleged to be
<br />incorrect within 15 days from the date of
<br />invoice, in which case, only the disputed
<br />item will remain undue until resolved by the parties. All accounts unpaid after 30 days from the date of original invoice shall be subject to a service charge of 1 % per month, or the
<br />maximum amount authorized by law, whichever is less. WIDSETH shall be entitled to recover
<br />all reasonable costs and disbursements, including reasonable attorneys fees, incurred in
<br />connection with collecting amount owed by CLIENT. In addition, WIDSETH may, after giving
<br />seven days written notice to the CLIENT, suspend services and withhold deliverables under
<br />this Agreement until WIDSETH has been paid in full for all amounts then due for services,
<br />expenses and charges. CLIENT agrees that WIDSETH shall not be responsible for any claim for delay or other consequential damages arising from suspension of services hereunder.
<br />Upon payment in full by Client and WIDSETH’s resumption of services, the time for
<br />performance of WIDSETH’s services shall be equitably adjusted to account for the period of
<br />suspension and other reasonable time necessary to resume performance.
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<br /> ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINATION Either Party has the right to terminate this Agreement upon seven days written notice. In
<br />addition, the CLIENT may at any time, reduce the scope of this Agreement. Such reduction in
<br />scope shall be set forth in a written notice from the CLIENT to WIDSETH. In the event of
<br />unresolved dispute over change in scope or changed conditions, this Agreement may also be
<br />terminated upon seven days written notice as provided above.
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<br />In the event of termination, and upon payment in full for all work performed and expenses incurred to the date of termination, documents that are identified as deliverables under the
<br />Letter Agreement whether finished or unfinished shall be made available by WIDSETH to the
<br />CLIENT pursuant to Article 5, and there shall be no further payment obligation of the CLIENT
<br />to WIDSETH under this Agreement except for payment of an amount for WIDSETH’s
<br />anticipated profit on the value of the services not performed by WIDSETH and computed in
<br />accordance with the provisions of Article 3 and the Letter Agreement.
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<br />In the event of a reduction in scope of the Project work, WIDSETH shall be paid for the work performed and expenses incurred on the Project work thus reduced and for any completed
<br />and abandoned work, for which payment has not been made, computed in accordance with
<br />the provisions of Article 3 and the Letter Agreement.
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<br />ARTICLE 5. DISPOSITION OF PLANS, REPORTS AND OTHER DATA All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared by WIDSETH or its consultants are Instruments of
<br />Service and shall remain the property of WIDSETH or its consultants, respectively.
<br />WIDSETH and its subconsultants retain all common law, statutory and other reserved rights, including, without limitation, copyright. WIDSETH and its subconsultants maintain the right to determine if production will be made, and allowable format for production, of any electronic media or data to CLIENT or any third-party. Upon payment in full of monies due pursuant to the Agreement, WIDSETH shall make hard copies available to the CLIENT, of all documents that are identified as deliverables under the Letter Agreement. If the documents have not
<br />been finished (including, but not limited to, completion of final quality control), then WIDSETH
<br />shall have no liability for any claims expenses or damages that may arise out of items that could have been corrected during completion/quality control. Any Instruments of Service provided are not intended or represented to be suitable for reuse by the CLIENT or others on extensions of the Project or any other project. Any modification or reuse without written verification or adaptation by WIDSETH for the specific purpose intended will be at CLIENT’s sole risk and without liability or legal exposure to WIDSETH. CLIENT shall indemnify, defend
<br />and hold harmless WIDSETH from any and all suits or claims of third parties arising out of
<br />use of unfinished documents, or modification or reuse of finished documents, which is not specifically verified, adapted, or authorized in writing by WIDSETH. This indemnity shall survive the termination of this Agreement. Should WIDSETH choose to deliver to CLIENT documents in electronic form, CLIENT acknowledges that differences may exist between any electronic files delivered and the
<br />printed hard-copy. Copies of documents that may be relied upon by CLIENT are limited to
<br />the printed hard-copies that are signed and/or sealed by WIDSETH. Files in electronic form are only for convenience of CLIENT. Any conclusion or information obtained or derived from such electronic documents will be at user’s sole risk. CLIENT acknowledges that the useful life of some forms of electronic media may be limited because of deterioration of the media or obsolescence of the computer hardware and/or software systems. Therefore, WIDSETH makes no representation that such media will be fully usable beyond 30 days from date of
<br />delivery to CLIENT.
<br /> ARTICLE 6. CLIENT’S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS In lieu of or in addition to signing the acceptance blank on the Letter Agreement, the CLIENT may accept this Agreement by permitting WIDSETH to commence work on the project or by issuing a purchase order signed by a duly authorized representative. Such purchase order shall incorporate by reference the terms and conditions of this Agreement. In the event of a
<br />conflict between the terms and conditions of this Agreement and those contained in the
<br />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 implied, are made by WIDSETH.
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