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<br />
<br />General Provisions of Professional Services Agreement
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<br />These General Provisions are intended to be used in conjunction with a letter-type Agreement or a
<br />Request for Services between Widselh Sm~h Noning, a Minnesota Corporation, hereinafter referred
<br />to as WSN, and a CLIENT, wherein the CLIENT engages WSN to provide certain ArcMectural,
<br />and/or Engineering services on a Project.
<br />
<br />kJ used herein, the term 'this Agreemenr refers to (1) the WSN Proposal Letter which becomes the
<br />Letter Agreement upon ~s acceptance by the Client, (2) these General Provisions and (3) any
<br />attached ExhiMs, as if they were part of one and the same document. W~h respect to the order of
<br />supersedence, any attached ExhiMs shall govern over these General Provisions and the Letter
<br />Agreement shall govem over any attached ExhiMs and these General Provisions.
<br />
<br />ARTICLE 1. PERIOD OF SERVICE
<br />The term of this Agreement for the performance of services hereunder shall be as set forth in the
<br />Letter Agreement In this regard, any lump sum or estimated maximum payment amounts set forth
<br />in the Letter Agreement have been established in anticipation of an orderly and continuous progress
<br />of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits
<br />attached thereto.
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<br />ARTICLE 2. SCOPE OF SERVICES
<br />A The scope of services covered by this Agreement shall be as set forth in the Letter Agreement
<br />or a Request for Services. Such scope of services shall be adequately described in order that both
<br />the CLIENT and WSN have an understanding of the expected \\00( to be performed.
<br />
<br />If WSN is of the opinion that any \WI'k they have been directed to perform is beyond the Scope of
<br />this Agreement, or that the level of effort required significantly exceeds that estimated due to
<br />changed conditions and thereby constitutes extra \WI'k, they shall notify the CLIENT of that fact.
<br />Extra \WI'k, 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
<br />parties.
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<br />ARTICLE 3. COMPENSATION 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 the Letter Agreement and as
<br />hereinafter described.
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<br />1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a \\00( scope
<br />where WSN's tasks can be readily defined and/or where the level of effort required to
<br />accomplish such tasks can be estimated with a reasonable cJewee of accuracy. The CLIENT
<br />shall make monthly payments to WSN within 30 days of date of invoice based on an estimated
<br />percentage of completion of WSN's services.
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<br />2. A Percentage of Construction or an Hourly Rate method of payment of WSN's services shall
<br />apply to all or parts of a 'Mlfk scope where WSN's tasks cannot be readily defined and/or
<br />where the level of effort required to accomplish such tasks cannol be estimated with any
<br />reasonable degree of accuracy. Under an Hourly Rate method of payment. WSN shall be paid
<br />for the actual hours'Mlfked on the Project by WSN technical personnel times an hourly billing
<br />rate established for each employee. Hourly billing rates shall include compensation for all
<br />salary costs, payroll burden, general, and administrative overhead and professional fee. In a
<br />Percentage of Construction method of payment, final compensation will be based on actual
<br />bids if the project is bid and WSN's estimate to the CLIENT if the project is not bid. A rate
<br />schedule shall be furnished by WSN to CLIENT upon which to base periodic payments to
<br />WSN.
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<br />3. In addition to the foregoing, WSN shall be reimbUlSed at cost for the following Direct Expenses
<br />when incurred in the performance of the \WI'k:
<br />
<br />(a) Travel and subsistence.
<br />(b) Computer services
<br />(c) Outside professional and technical services with cost defined as the amount billed
<br />WSN.
<br />(d) Identifl8ble reproduction and reprographic costs.
<br />(e) other expenses for additional ~ems and services as set forth in the Letter Agreement.
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<br />4. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice based on
<br />computations made in accordance with the above charges for services provided and expenses
<br />incurred to date, accompanied by supporting evidence as required.
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<br />B. The CLIENT will pay the balance stated on the invoice unless CLIENT notifIeS WSN in'Miling
<br />of the particular ~em that is alleged to be incorrect within 15 days from the date of invoice, in which
<br />case, only the lisputed ~em will remain undue until resolved by the parties. All accounts unpaid
<br />after 30 days from the date of original invoice shall be subject to a service charge of
<br />1-1/2% per month, or the maximum amount authorized by law, whichever is less. WSN shall be
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<br />ent~led to recover all reasonable costs and disbursements, including reasonable attomeys fees,
<br />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 until
<br />WSN has been paid in full for all amounts then due for services, expenses and charges. CLIENT
<br />agrees that WSN shall not be responsible for any claim for consequential damages arising from
<br />suspension of services hereunder.
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<br />ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINATION
<br />Either Party has the right to terminate this Agreement upon seven days witten notice. In add~ion,
<br />the CLIENT may at any time, reduce the scope of this Agreement. Such reduction in scope shall
<br />be set forth in a written notice from the CLIENT to WSN. In the event of unresolved dispute over
<br />change in scope or changed conditions, this Agreement may also be terminated upon seven
<br />days written notice as provided above.
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<br />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
<br />be no further obligation of the CLIENT to WSN under this Agreement except for payment of
<br />amounts due and owing for 'Mlfk performed and expenses incurred to the date and lime of
<br />termination, plus an amount for WSN's anticipated prof~ on the value of the services not
<br />performed by WSN and computed in accordance with the provisions ot Article 3 and the Letter
<br />Agreement.
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<br />In the event of a reduction in scope of the Project 'Mlfk, WSN shall be paid for the \WI'k
<br />performed and expenses incurred on the Project \WI'k thus reduced and for any completed and
<br />abandoned \\00(, for which payment has not been made, computed in accordance with the
<br />provisions of Article 3 and the Letter Agreement.
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<br />ARTICLE 5. DISPOSITION OF PLANS, REPORTS AND OTHER DATA
<br />CLIENT understands and acknowledges WSN's documents as instruments of professional
<br />service. All reports, plans, specifications, field data and notes and other documents, including
<br />all documents on electronic media, prepared by WSN or ~s consunants shall remain the property
<br />of WSN or its consultants, respectively. AI the time of completion or termination of the \\00(,
<br />WSN shall make copies available to the CLIENT, of all maps, tracings, reports, resource
<br />materials and other documents pertaining to the 'Mlfk or to the Project. All such documents are
<br />nol intended or represented to be suitable for reuse by the CLIENT or others on extensions of the
<br />Project or any other project. Any reuse without written verification or adaptation by WSN for the
<br />specifIC purpose intended will be at CliENT's sole risk and without liabil~y or legal exposure to
<br />WSN. In this regard, the CLIENT will indemnify and hold harmless WSN from any and all suits or
<br />claims of third parties arising out of such reuse, which is not specifically verified, adapted, or
<br />authorized by WSN.
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<br />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 />magnetic tapes and/or floppy disks may be lim~ed because of deterioration of the media or
<br />obsolescence 01 the computer hardware and'or software systems. Therefore, WSN makes no
<br />representation that such media will be fully usable beyond 30 days from date of delivery to
<br />CLIENT.
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<br />ARTICLE 6. CUENrS ACCEPTANCE BY PURCHASE ORDER
<br />In lieu of or in addition to signing the acceptance blank on the Letter Agreement, the CLIENT
<br />may execute the contract by issuing a purchase order signed by a duly authorized
<br />representative. Such purchase order shall incorporate by reference the terms and cond~ions 01
<br />this Agreement. In the event of a conflict betMlen the terms and conditions of this Agreement
<br />and those contained in the CLIENT's purchase order, the terms and conditions of this Agreement
<br />shall govern. Notwithstanding any purchase order provisions to the contrary, no warrantees,
<br />express or implied, are made by WSN.
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<br />ARTIClE 7. CUENrS RESPONSlBlUTlES
<br />A. To permit WSN to perform the services required hereunder, the CLIENT shall supply, in
<br />proper time and sequence, the following at no expense to WSN:
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<br />1. Provide all necessary information regarding its requirements as necessary for orderly
<br />progress of the \WI'k.
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<br />2. Designate in 'MiIing, a person to act as CLIENT's representative with respect to the services
<br />to be rendered under this Agreement. Such person shall have authority to transrn~
<br />instructions, receive instructions, receive information, interpret and define CLIENT's policies
<br />with respect to WSN's services.
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<br />3. Fumish, as required for performance of WSN's services (except to the extent provided
<br />otherwise in the Letter Agreement or any Exhibits attached hereto), data prepared by or
<br />services of others, including without limitation, core borings, probes and subsurface
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