10.02 - Engineering Proposal for West Lake St Improve

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General Provisions of Professional �11 services Agreement These General Provisions are intended to be used in conjunction with 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 provide certain Architectural, and/or Engineering services on a Project. As used herein, the term 'this Agreement' refers to (1) the WSN 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 to the order of supersedence, any attached Exhibits shall govern over these General Provisions and the letter Agreement shall govern over any attached Exhibits and these General 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 WSN. ARTICLE 1. PERIOD OF SERVICE The term of this Agreement for the performance of services hereunder shall be as set forth in 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. 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 shag be adequately described in order that both the CLIENT and WSN have an understanding of the expected work to be performed. 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 estimated 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. ` tTICLE 3. COMPENSATION TO WSN % . Compensation to WSN for services described in this Agreement shag be on a Lump Sum basis, Percentage of Construction, and /or Hourly Rate basis as designated in the Lefler Agreement and as hereinafter described. 1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a work scope where WSN's tasks can be readily defined and /or where the level of effort required to accomplish such tasks can be estimated with a reasonable degree of accuracy. The CLIENT shall make monthly payments to WSN within 30 days 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 ag or parts of a work scope where WSN's tasks cannot be readily defined and /or where the level of effort required to accomplish such tasks cannot be estimated with any reasonable degree of accuracy. Under an Hourly Rate method of payment, WSN shall be paid for the actual hours worked on the Project by WSN lechnicai personnel times an hourly billing rate established for each employee. Hourly baling rates shag 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 project is bid and WSN's estimate to the CLIENT if the project is not bid, A rate schedule shalt be fumished by WSN to CLIENT upon which to base periodic payments to WSN. 3. In addition to the foregoing, WSN shag be reimbursed at cost for the Wowing Direct Expenses when incurred in the performance of the work (a) Travel and subsistence. (b) Computer services. (c) Outside professional and technical services with cost defined as the amount billed WSN. (d) Identifiable reproduction and reprographic costs. (e) Other expenses for additional items and services as set forth in the Letter Agreement. 4. 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. The CLIENT wig pay the balance stated on the invoice unless CLIENT notifies WSN in waiting of the particular item that is alleged to be incorrect within 15 days from the date of invoice, in which case, only the disputed hem will remain undue until resolved by the parties. AN accounts unpaid after 30 days from the date of original invoice shall be subject to a service charge of I % per month, or the maximum amount authorized by law, whichever is less. WSN shall be entitled to 'j/::�J )SETH recover alt reasonable costs and disbursements, including _M iT IJ- reasonable attorneys fees, incurred in connection with N LTING collecting amount owed by CLIENT. In addition, WSN may, - after giving seven days written notice to the CLIENT, suspend services under this Agreement until WSN has been paid in full for all amounts then due for services, expenses and charges. CLIENT agrees that WSN shall not be responsible for any claim for delay or other consequential damages arising from suspension of services hereunder. Upon payment in fug by Client and WSN's resumption of services, the time for performance of WSN's services shall be equitably adjusted to account for the period of suspension and other reasonable time necessary to resume performance. ARTICLE 4. ABANDONMENT, CHANGE OF PLAN AND TERMINATION Either Party has the right to terminate this Agreement upon seven days written notice. In addition, the CLIENT may at any time, reduce the scope of this Agreement Such reduction in scope shall be set forth in a written notice from the CLIENT to WSN. In the event of unresolved dispute over change in scope or changed conditions, this Agreement may also be terminated upon seven days written notice as provided above. In the event of termination, and upon payment in fug for all work performed and expenses incurred to the date of termination, documents that are identified as deliverables under the Letter Agreement whether finished or unfinished shall be made available by WSN to the CLIENT pursuant to Article 5, and there shall be no further payment obligation of the CLIENT to WSN under this Agreement except for payment of an amount for WSN's anticipated profit on the value of the services not performed by WSN and computed in accordance with the provisions of Article 3 and the Letter Agreement. In the event of a reduction in scope of the Project work, WSN shag be paid for the work performed and expenses incurred on the Project work thus reduced and for any completed and abandoned work, for which payment has not been made, computed in accordance with the provisions of Article 3 and the Letter Agreement. 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 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 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, WSN shag make hard copies available to the CLIENT, of all documents that are identified as deliverables under the Lefler Agreement. If the documents have not been finished (including, but not limited to, completion of final quality control), then WSN shag have no liability for any claims expenses or damages that may arise out of items that could have been corrected during completionlquatity control. Any Instruments of Service provided are not intended or represented to be suitable for reuse by the CUNT or others on extensions of the Project or any other project. Any modification or reuse without written verification or adaptation by WSN for the specific purpose intended will be at CLIENT's sole risk and without liability or legal exposure to WSN. CLIENT shag indemnify, defend and hold harmless WSN from any and all suits or claims of third parties arising out of use of unfinished documents, or modification or reuse of finished documents, which is not specifically verified, adapted, or authorized by WSN. This indemnity shag survive the termination of this Agreement Should WSN choose to deliver to CLIENT documents in electronic form, CLIENT acknowledges that differences may exist between any electronic files delivered and the printed hard -copy. Copies of documents that may be relied upon by CLIENT are limited to the prinked hard - copies that are signed and /or sealed by WSN. Files in electronic form are only for convenience of CLIENT. Any conclusion or information obtained or derived from such electronic documents wig be at usees sole risk. CLIENT acknowledges that the useful fife 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, WSN makes no representation that such media will be fully usable beyond 30 days from date of delivery to CLIENT. 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 WSN 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 conflict between the terms and conditions of this Agreement and those contained in the CLIENTS 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 WSN.