09.04 - Engineering Amendment to North Washington

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General Provisions of Professional Services Agreement These General Provisions are intentletl to be used in conjunction wilh a letter-type Agreement or a Request for Services between Widseth Smith Nolting, a Minnesota Corporation, hereinafter referred to as WSN, and a CLIENT, wherein the CLIENT engages WSN to provitle certain Architectural, and/or Engineering seNices on a Project. As used herein, the term "this AgreemenP' refers to (1) the WSN Proposal Letter which becomes the Letter Agreement upon its acceptance by the Ciient, (2) these General Provisions and (3) any attached Exhibits, as if they were part of one and the same document. With respect to the order of precedence, any attached Exhibits shall govem over these General Provisions, and the Letter Agreement shall govern over any attached Exhibits and these General Provisions. These documents supersetle all prior communicalions and constitute the en6re Agreement between the parties, Amendments to this Agreement must be in writing antl signed by both CLIENT and WSN. ARTICLE 1. PERIOD OF SERVICE 7he term of lhis Agreement for the performance of services hereunder shall he as set forih in the Letter Agreement. In this regard, any lump sum or estimated maximum payment amounts set forth in the Letter Agreemenl 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. WSN shall be entitled to an equitable adjustment to its fee shoultl there be an interruption of services, or amentlment to the schedule. ARTICLE 2. SCOPE OF SERVICE5 The scope of services covered by this Agreement shail be as setforth in the Lefler Agreement or a Request for Services. Such scope of services shall be adequately described in order that both the CLIENT and WSN have an understanding of the expectetl work to be perfortned. If WSN is of the opinion that any work they have been directed to perform is beyond the Scope of this Agreement, or that the level of effort required significantly exceeds that estimatetl tlue to changed conditions antl thereby constitutes extra work, they shall noti(y the CLIENT of that fact. Extra work, addi�onal compensation for same, antl extension of time for completion shall be coveretl by a revision to lhe Letter Agreement or Request for Services and entered into by both parties. ARTICLE 3. COMPENSATION TO WSN A. Compensation to WSN for seNices described in this Agreement shall be on a Lump Sum basis, Percentage oFConstruction, andlor Hourly Rate basis as designatetl in the Letter Agreement and as hereinafler tlescribed. 1. A Lump Sum method of payment ior WSN's services shall apply to all or paRs of a work scope where WSN's tasks can be readily defined andlor where the level of effort required to accomplish such tasks can be estlmated wilh a re�onable degree of accuracy. The CLIENT shall make monihty payments to WSN within 30 tlays of date of invoice based on an estimated percentage of completion of WSN's services. A Percentage of Construction or an Hourly Rate method of payment of WSN's services shall apply to all or parts of a work scope where WSN's tasks cannot be readily defined antl/or where the level of eHort required to accomplish such tasks cannot be estimated with any reasonable degree of accuracy. Under an Hourly Rate methotl of payment, WSN shall be paid for the actual hours worked on the Project by WSN technical personnel times an hourly biiling rate established for each employee. Hourly billing rates shall include compensation for all salary costs, payroll burden, generai, and administrative overhead and professionai fee. In a Percenfage of Construction meihod of payment, final compensalion will be based on actual bids if the project is bitl and WSN's estimate to the CLIENT if the project is nol bid. A rate schedule shall be furnished by WSN to CLIENT upon which to base periodic payments to WSN. 3. In addifion to the foregoing, WSN shall be reimbursed for items and services as set forth in the Letter Agreement or Fee Schedule and the following Direct Expenses wflen incurretl in the performance of lhe work: (a) Travel and subsistence, (b) Specialized computer services or programs. (c) Outsitle professional and technical services with cost defined as the amount billed WSN. (d) Identifiable reprotluction antl reprographic costs. (e) Other expenses for items such as permit application fees, license fees, or other atlditional items antl services whether or not specifically iden6fied in the Letter Agreement or Fee Schedute. The CLIENT shall make monthly payments to WSN within 30 days of date of invoice based on computations made in accordance with the above charges for services provided and expenses incurred to date, accompanied by supporting evidence as available, B. The CLIENT will pay the balance W IDSETH stated on the invoice unless CLIENT not�es WSN in writing of the particular SMITH item ihat is alleged to be incorrect within 15 days irom the date of invoice, in which NOLTING case, only the disputetl item will remain undue until resolved by the parties, All Englneadng I Archltecture I Surveying I Enbronmentel accounts unpaitl after 30 days from lhe date of original invoice shali be subject to a service charge of 1% per monlh, or the maximum amount authorized by law, whichever is less. WSN shall be entitled to recover all reasonable costs and disbursements, inclutling reasonable attomeys fees, incurred in connection with collecting amount owed by CLIENT. In addition, WSN may, a(ter giving seven days written no6ce to the CLIENT, suspentl seNices antl withhold deliverables under this Agreement until WSN has been paid in fufi for all amounts then due forseNiCes, expenses and charges. CLIENT agrees that WSN sl7all not be responsibie for any Clalm for tlelay or other consequential damages arising from suspenslon ot services hereundec Upon payment in full by Client and WSN's resumpti0n of SeNiCes, the time for per(ormanCe of WSN's services shall be equitably adjusted to aCCflunt for the period of suspension 8nd other reasonable Ume necessary to resume performance. ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINA710N Either Party has the right to terminate this Agreement upon seven days written notice. In addition, ihe CLIENT may at any lime, reduce the scope of this Agreement. Such reduction in scope shall be set forth in a written notice from the CLIENT lo WSN. In the event of unresolved dispute over change in scope or changed conditions, this Agreement may also be terminated upon seven days written no�ce as provitletl above. In the event of terminadon, and upon payment in full for all work pedormed and expenses incurred to the date of termination, documents fhat are ident�etl as deliverables untler the Letter Agreement whether finished or unfnished shall be made available by WSN to the CLIENT pursuant to Article 5, and there shall be no furlher payment obliga5on of lhe CLIENT to WSN under fhis Agreemenl except for payment of an amount for WSN's anticipated profit on the value of lhe services not performed by WSN and computed in accordance with the provisions ofArticle 3 and the LetterAgreement. In the event of a retluction in scope of lhe Project work, WSN shali be paid for the work performed and expenses incurretl on the Project work thus reduced and for any completed and abandoned work, for which payment has not been made, computetl in accordance with the provisions of Article 3 and the Letter Agreement. ARTICLE 5. DISPOSI710N OF PLANS, REPORTS AND OTHER DATA All reports, plans, specifications, feld data and notes and other documents, inclutling all tlocuments on electronic media, prepared by WSN or Its consultants are Instruments of Service and shall remain the property of WSN or its consultants, respectively. WSN and its subconsultants retain all common law, statutory and other reserved rights, including, without limitation, copyright. WSN and its subconsultanis maintain lhe 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 Tull of monies due pursuant to the Agreement, WSN shall make hartl copies available to the CLIENT, of all documents that are itlentified as deliverables under the Letter Agreement. If the documents have not been finished (including, but not limited to, comple6on oF fnal quality control), then WSN shall have no liability for any claims expenses or damages that may arise out of items that could have been correctetl tluring completioNquality control. Any Instrumenis 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 modificalion or reuse wilhout written verification or adaptation by WSN for the specific purpose intendetl will be at CLIENT's sole risk and without liability or legal exposure to WSN. CLIENT shall indemnify, defend and hold harmless WSN from any and all suits or claims of third parties arising out of use of unflnishetl documents, or modification or reuse of finishetl documenls, which is not specifically verified, adapted, or authorized in wnting by WSN. This indemnity shall survive the termination of this Agreement. Shoultl WSN choose to deliver to CLIENT documents in electronic form, CLIENT acknowledges that differences may exist behveen any elecironic files delivered and the printed hard-copy. Copies af documenis that may 6e relied upon by CLIENT are limited to the printetl hard-copies that are signed andfa sealed by WSN. �les in elechonic form are only for convenience of CLIENT. Any concfuslan or informaUon obtained a denved from such electronic documents wili he at user's sole ri6k. CLIEM' acknowladges lhat the usetul life of some forms of electronic media may be limitetl because of tleterioration of the media or obsolescence of the computer hardware andlor soflware systems. Therefore, WSN makes no representation lhat such media will be fuliy usable beyontl 30 days from tlate of tlelivery to CLIENT. ARTICLE 6. CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR O7HER MEANS In lieu of or in addition to signing the acceptance blank on the Letler Agreement, the CLIENT may accept this AgrEement by permi�ing WSN lo commence work on the project or by issuing a purchase order signed py a duty euthorized representative. Such purchase ortler shall incorporate by reference Ihe temis and condilions oi this Agreement. In the event of a conFlict beiween the terms and condi6ons of this Agreement antl those contained in the CLIENT's purchase order, the terms and condilions of this Agreement shall govern. Notwithstantling any purchase order provisions to the conlrary, no warrantees, express or implietl, are made by WSN.