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General Provisions of Professional
<br />Services Agreement
<br />ihese General Provisbns are intended lo be used in conjunction wilh a letter-iype Agreement or a
<br />Request for Senrices between Widseth Smith Nolling, a Minnesota Corporafion, hereinafler referred
<br />to as WSN, and a CUENT, wherein the CLIENT engages WSN lo provide certain Architectural, andlor
<br />Engineering services on a Project.
<br />As used hereln, Ihe term'lhis AgreemenP refers to (1) the WSN Proposal Letter which becomes the
<br />Letter Agreemenl upon iis acceptance by lhe Clienf, (2) Ihese General Provisions and (3) any
<br />atlached Exhil,ils, as if ihey were part of one and Ihe same document With respecl to fhe order of
<br />supersedence, any attached Exhibits shall govem over these General Provisions and Ihe Letier
<br />Agreement shau govern over any attached Exhib�s and these General Provisions. These
<br />documents supersede all prior communicalans and constilute ihe enlira Agreement belween ihe
<br />parUes. Amendments to lhis Agreement must be in wriling and signed by both CLIENT and WSN,
<br />ARTICLE 1. PERtOD OF SERVICE
<br />The tertn of this Agreement for the pertormance of services hereunder shall be as set forth in tl�e
<br />Letter Agreement. In Ihis regard, any lump sum or estimated maximum payment amounis sei foAh
<br />in fhe Letter Agreement have 6een established in anticipatan of an orderty and continuous progress
<br />of the Project in accordance with ihe schedule set todh in the Lelter Agreement or any Fxhibils
<br />attached thereto.
<br />ARTICLE 2. SCOPE OF SERVICES
<br />The scrope of services covered by this Agreemenl shall be as set forih in lhe Letter Agreement or a
<br />Request for Services. Such scope of services shall he adequately descri6ed in order thal both ihe
<br />CLIENT and WSN have an understanding of lhe expecled work to be performed.
<br />If WSN is of Ihe opinbn thal any work ihey have been directed lo pertorm is beyond lhe Scope of
<br />Ihis Agreement, or ihat Ihe level of efforf required significantly exceeds Ihat eslimated due to
<br />changed wndilions and Ihereby conslifutes exha woric, lhey shall notify the CLIENT of ihat facl.
<br />F�ira work, addil'ronal compensatbn for same, and extension of time for compleGon shall be covered
<br />by a revision lo the Letler Agreement w Request for Services and entered into by both parties.
<br />ARTICLE 7. COMRHNSATION TO WSN -
<br />A. Compensation to WSN for services described in this Agreement shall be on a Lump Sum basis,
<br />Percentage of Construction, and/or Hourly Rate basis as designated in ihe Leqer Agreement and
<br />as hereinafter described.
<br />7. A Lump Sum melhod of payment for WSN's servkes shall apply to all or parts of a work
<br />scope where WSN's tasks can be readily defined andlor where lhe level of effort required to
<br />accomplish such tasks can be estimated wilh a reasonable degree of accuracy. The CLIENT
<br />shall make monihly payments to WSN wiihin 30 days of date of invoice based on an
<br />esGmated percentage of compleUon of W5N's services.
<br />A Percentage of Conslruclion or an Hourfy Rate method of payment of WSN's services shall
<br />apply to all or parfs of a work scope where WSN's lasks cannc� be readily defined andlor
<br />where Ihe levef of effart required to accomplish such lasks cannot be eslima(ed with any
<br />reasonable degree of aa�uracy. Under an Nouriy Rate method of payment, WSN shall be
<br />pzid for the actual hours worked on ihe Project by �rJSM !�hnical personne! 8,,:.s a; hou�iy
<br />biiling rate established for each employee. Hourly billing rates shaN include compensation for
<br />all salary wsis, payroll burden, general, and adminishathre overhead and protessbnal fee. In
<br />a Percentage of Construction meNod of payrnent inal compensalan will be based on aclual
<br />bids 'rf ihe projeG is bid and WSN's eslimale to Ihe CLIENT K Ihe project is not bid. A rate
<br />schedule shall be furnished by WSN �o CLIENT upon which to base periodic payments to
<br />WSN.
<br />3. in addilion to the foregoing, WSN shall he reimbursed al cost for 1he following Direct
<br />Expenses when incurred in the periormance of lhe work:
<br />(a) Travel and subsisfence.
<br />(b) Computerservices.
<br />(c) Outside professional and fechnical services wilh cost defined as lhe amount billed WSN.
<br />(d) Ident�able reproductbn and reprographic cosls.
<br />(e) Other expenses for addiUonal items and senrices as set forlh in lhe Letter Agreement
<br />4. The CLIENT shall make monthiy payments io WSN within 30 days of date of invoice based
<br />on computations made in accordance wffh Ihe above charges for serv�es provided and
<br />expenses incurred to date, accompanied by supporling evidence as available.
<br />B. The CLIENT will pay Ihe balance s(ated on the invoice unless CIIENT notlfies WSN in writlng of
<br />ihe particular Nem ihat is a8eged fo be incocreet within 15 days fiom the date of invoice, in which
<br />case, only the disputed item w11 remain undue unlil resolved by the parties. All axounls unpaid
<br />afler 30 days from the date of original invoice shall be subject to a service charge of 1% per
<br />monlh, or ihe maximum amounl authorized by law, whichever is less. WSN shall be en�iled to
<br />WIDSETi[
<br />recover au reasonable cosis and disbursemenls, including GM �k
<br />reasonable attorneys fees, incurred In conned'an wflh N
<br />collecling amount owed by CEJENT. In addftion, WSN may,
<br />a�er giving seven days wrilten no�ice to the CLIENT, suspend
<br />services under ihis Agreement until WSN has been paid in lull for all amounls then due for
<br />services, expenses and charges. CLIENT agrees that WSN shall not be responsible for any
<br />claim for delay or olher consequential damages arising from suspensbn of services
<br />hereunder. Upon payment in full by Client and WSN's resumption oi services, ihe fime for
<br />performance of WSN's services shall be equifably adjusted to account fir the perbd of
<br />suspension and olher reasonable time necessary (o resume performance.
<br />ARTICLE 4. ABANOONMENT, CHANGE OF PLAN AND TERMINA710N
<br />Eilher Party has the right to lerminate this Agreemenl upon seven days written nofice. In addilion,
<br />ihe CLIENT may at any time, reduce Ihe scope of Ihis Agrsement. 5uch reduction in scope shall
<br />be set forth in a wriften nofice hom lhe CLIENT to WSN. In the event of unresolved dispule over
<br />change in scope or changed condil'rons, this Agreement may also he terminaled upon seven days
<br />wriflen notice as prov�ded above.
<br />In lhe event of termina[ion, and upon payment in full for all work periomned and expenses
<br />incurred to 1he date of tarmination, documents ihat are idenl�ed as deliverables under Ihe Letler
<br />Agreement wheiher finished or unfinished shall be made available by WSN to lhe CLIENT
<br />pursuant to Articie 5, and there shall 6e no furiher payment obligafion of ihe CLIENT lo WSN
<br />under Ihis Agreement except for payment of an amount for WSN's anficipated profit on Ihe value
<br />of fhe services not performed by WSN and computed in accordance with ihe provisions of Arlicle
<br />3 and fhe Letter Agreement.
<br />In Ihe event oF a reduction in scope ot the Project work, WSN shafl be paid for the work
<br />performed and expenses inwrred on the Project work thus reduced and ior any wmpleted and
<br />abandoned work, for which payment has not been made, compuled in accordance with ihe
<br />provisions of Article 3 and ihe �etter Agreement.
<br />ARTICLE 5. DISPOSfTION OF PLANS, REPORTS AND OTHER DATA
<br />All reports, plans, specifications, field dala and notes and ofher documents, including all
<br />documenfs on elecUonic media, prepared by WSN or ils consultants are Insiruments of Service
<br />and shall remain lhe property of WSN or its consultanis, respecNvely. WSN and ils
<br />subconsullanis retain all common law, statutory and olher reserved righfs, including, wilhoul
<br />limi(a6on. copyrighf. WSN and ils subconsuflanls maintain the righ( to determine if production will
<br />be made, and allowable format for producfion, of any elestronic media or data to CLIENT or any
<br />lhird-party. Upon paymenl in full of monies due pursuant to the Agreement, WSN shall make
<br />hard copies available to Ihe CLIENT, of afl documenis that are identified as deliverables under
<br />the letter Agreement. I( ihe documenis have rrot heen finished (inciuding, bul nol limited to.
<br />completlon of final quality con(rol), ihen WSN shall have no liability for any elaims expenses or
<br />damages ihat may arise oul of items Ihai could have been corrected during complelionlquality
<br />coniml. Any Inslrumenls of Service provided are not intended or represenled to be suitahle for
<br />reuse by lhe CLIENT or olhers on extensions of lhe Project or any oiher projecl. Any modificalion
<br />or reuse wilhout written verifbation or adaptation by WSN for Ihe speci(c purpose intended will
<br />he at CLIENTs sole risk and without Iiability or legal exposure to WSN. CUENT shall indemnify,
<br />deiend and hold harm�ess WSN from any and all suils or cla'tms of third parlies arising out of use
<br />of unfinished documents, or modification or reuse ot finished documents, which is not specifically
<br />verified, adapled, or authorized by WSN. This indemnity shall survive the ferminalion of lhis
<br />Agreemenl. .
<br />Snouid WSiv choose to daiNer lo CLiEVT documenls in eiecironic form, CLiENT acknowledges
<br />Ihat differences may exist between any electronic files delivered and ihe printed hard-copy.
<br />Copies of documents that may be relied upon by CLIENT are limited 10 lhe printed hard-copies
<br />Ihat are signed and(or sealed by WSN. Files in electronic form are only for convenience ot
<br />CLIENT. Any conclusbn or informalion obtained or derived from such eleclronic documenls will
<br />he at users sole risk. CLIENT acknowledges ihal the useful life of some forms of elecironic
<br />media may be limited 6ecause oi de(erioration of Ihe media or obsolescence of lhe compuler
<br />tiardware and(or software syslems. Therefore, WSN makes no representation lhat such media
<br />will be fully usable beyond 30 days from date of delivery to CLIENT.
<br />ARTICLE 6. CLIENT'S ACCEPTANCE 8Y PURCHASE ORDER OR OTHER MEANS
<br />In lieu of or in addilion �o signing the acceptance blank on ihe Letler Agreement, Ihe CLIENT may
<br />accept Ihis Agreement by permitling WSN to commence work on the projecl or by issuing a
<br />purchase order signed by a duty aulhorized representative. Such purchase order shall
<br />incorporate by reference the terms and condifions of ihis Agreement. In ihe event of a conflicl
<br />between the terms and condilions of ihis Agreement and those contained in ihe CLIENT's
<br />purchase order, the terrns and conditions of this Agreement shall govem. Notwi(hstanding any
<br />purchase order provisions io Ihe conirary, no wananlees, express or implied, are made by WSN.
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