10.01 - Engineering Services Proposal for N Sleutter Rd

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general Provisions of Professional Services Agreement These General Provisions are intended lo be used in coriju notion with a letter -type Agreement or a Request for Services between Vydseth Smdh Nol&xj. a Mnnesota Corporation, hereinafter referred b as WSN, and a CLIENT, wherein the CLIENT engages WSN lo provide certain Archdednxal, and/or Engineering services on a Project. As used herein, the term 'this Agreement- refers to (1) the WSN Proposal getter which becomes the Letter Agreement upon its acceptance by the Client, (2) these General Provisions and (3) any attached Exhibits, as g they were part of one and the same documu t. With respect to the order of supersedence, any attached Exhibits shag govern over (these General Provisions and the Letter Agreement shag govern over any attached Exhibits and these General PravWors. These documents supersede all prior. communications and castitute the entire Agreement between the Perim Amendments b this Agreement must be in writing and signed by both CLIENT and WSN. ARTICLE 1. PERIOD OF SERVICE The term of this Agreement for she performance of services hereunder shag be asset forth in the Letter Agreement In this regard, any pump sum or estimated maximum payment amounts set forth in she Letttx 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 Fxtibits attached (herdic. ARTICLE 2. SCOPE OF SERVICES The scope of services covered by ibis Agreement shag be as set kith in the Letter Agreement or a Request far Services. Such scope of services shag be adequalelydesaihed in order that both the CLIENT and WSN have an understanding of the expected work to be perfartmed. tt WSN is of she opinion that any work they have been detected to perform is beyond Be Scope of l his Agreement; or dial the level of effort required significantly exceeds that estimated due to dhenged conditions and thereby Constitutes extra work, they shag notify the CLIENT of shat fad Extra work, additional compensation for sane, and extension of time ter completion shat be covered a revision to the Letter Agreement or Request for Services and entered into by both parties. ARTICLE 3. COMPENSATION TO WSN A. Compensation to WSN for services described in this Agreement shag be on a Lu" 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 WSN's services shag apply o all or parts of a work scope where WSNs tasks can be me* defined and/or where the level of effort required to accomplish such tasks can be estimated with reasonable degree of accuracy. The CLIENT shag make monthly payments to WSN within 30 days of date of invoice based on an estimated percentage of camplefan of WSN's services. A Percentage of Construction or an Hourly Rate method of payment of WSN's services shag apply to all of parts of a work scope where WSN's tasks cannot be readily defined andor where the level of effort regrdred ID accomplish such (asks cannot be estimated with any reasonable degree of a=racy. Under an Hourly Rate megad of payment, WSN shag be paid for the aduattaurs waked on the Project by WSN technical personnel fires an hourly billing rate established or each employee. Hot* bm7ing rates shag include eornpersarror or all salary costs, payroll btuden, general, and aoknnisbasve overhead and professional fee. In a Percentage of Construction method of payment, foal comps salon wig be based on actual bids t the project is bid and WSWs es&rate o the CLIENT it the projed is not bid. A rate schedule shag be finished by WSN to CLIENT upon which lo base periodic payments to WSN. 3. In addition b the foregoing. WSN shag be reimbursed at cost for the Mowing Direct Expenses when kicurred in the performance of the work (a) Trawl and stmsidence. (b) (c) Outside pnotessionhal and fechibcal services with cost defined as the amount billed WSN. (d) t enficiatm reproduction and reprographic costs. (e) Other exptatses for additional guns and Services as set faith in the Letter Agreement 4. The CLIENT shag make nantrly MMnb o WSN within 30 days of dale of invoice based on computa6as made in accordance with the above charges or services provided and expenses incurred o date, accompanied M wpporting evidence as available. B. The CLJENTw11 pay Ihe balance staled on the kwoice unless CLIENT notifies WSN in writing of the particular rem that is alleged to be incorrect wft 15 days from the dale of invoice, in which (case, only the disputed gem will remain a dw urd resolved by to parses. AN accounts unpaid after 30 days from the dale Of original invoice shag be mg d to a service change of 1 % per month, or the maximum amount atthormed by law, whichever is less WSN shat be ensged to Wu�st?r><t recover all reasonable costs and disbursements, including SM11ii reasonable attorneys fees, incurred in connection with NOLTCNG collecting amount owed by CLIENT. In additon, WSN may, after giving seven days written notice to the CLIENT, suspend services under this Agreement until WSN has been paid in fug for all amounts then due for services, expenses and charges. CLIENT agrees that WSN shag not be responsible for any dun for delay or other consequential damages arising from suspension of services hereunder. Upon payment in full by Client and WSN's resumption of services. the time for performance of WSN's services shag be equitably adiusted to account for the period of suspension and other reasonable fvne 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 additbn, the CLIENT may aI any time, reduce the scope of this Agreement Such reduction in scope shag be set forth in a written notice from the CLIENT to WSN. In the event of unresolved dispute over charge 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 perfomhed and expenses incurred ID the date of termination, documents that are identified as defnerables under the Letter Agreeehentwhether finished or unfinished shag be made available by WSN to the CLIENT pursuant to Article 5, and there shag be no ft rdw payment obigasah of the CLIENT to WSN under this Agreement except for payment of an amount for WSN's anscipated profit on the value of the services not performed by WSN and computed in accordance with the provisions of Ar ice 3 and the Letter Agreement In the event of a reduction in scope of the Project work, WSN shat be paid for the work performed and expenses inured on the Project work thus reduc ed.and for any completed and abandoned work, for which payment has not been made, computed in accordance wish 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, inducting all docurents on electronic media. prepared by WSN or its consultants are Instruments of Service and shag remain the property of WSN or its consultants, respectively. WSN and its subco smdfants retain all common law, statutory and other reserved rights, including, without limitation, oopMhL WSN and its subconsultants maintain the right b determine d production will be made, and allowable format for production, of any electronic media or data to CLIENT or any third- party. Upon payment in fug of manias due pursuant to the Agreement, WSN shag make hard copes available b the CLIENT, of all documents that are identified as derverdbles under the Leger Agreement If documents have not been finished (trhdudahg, but not lmited to, completion of final quality control), than WSN shag have no liability for any claims expertces or damages that may arise out of items tat could have been corrected during oomplebank dy nrorntroL Any tnsUnmentsof Service provided are not intended or represented to be suitable for reuse by the CLIENT or others on extensions of the Projector any other project Any modification or reuse without written verficatan or adaptagam by WSN for the specific propose intended wig be at CLENTs sole risk and without liability or legal exposure to WSN. CLIENT shag indemnify, defeehd and hold harmless WSN from any and all suits or claims of gh'ad parties arising out of use of unfinished documents. or modification or reuse of finished documents, which is not specifically adapted, or auttorlmd by WSN. This indemnity shag survive the termination of this Should WSN elapse to deliver to CLIENT dorxnments in electronic omh, CLIENT acknowledges M differences may exist between any electronic files delivered and the printed hard-copy. Copies of documents that may be relied upon by CLIENT are forded to the printed hamkopies that are signed and/or seated by WSN. Film in electronic fain are only for convenience of CLIENT. Any conclusion or inomhasonn obtained or derived from such electronic documents wil be at usWs sole risk CLIENT acknowledges that the useful fife of some ores of electronic media may be limited because of deterioration of the no& or obsolescence of the computer hardware and/or software systems. Therefore, WSN makes no representation that such media wall be fogy usable beyond 30 days from date of delivery to CLIENT. ARTICLE ti. CLIENTS ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS In lieu of or in addition o signing the acceptance blank on fie Letter Agreement, the CLIENT may accept ft Agreement by permitting WSN to exxnmennce work on the project or by awing a p! urchase order signed by a drily authorized mpmsenfatnne. Such purchase order shag khoorporate by reference the terms and conditions of this Agreement. In the event of a conflict between the lems and conditions of iha Agreement and terse contained in the CLiENTs purchase order. the ferns and condtons of ids Agreement shag govern: Notwdhstandng any purchase order provisions ID the contrary, no warrantees, express or implied, are made by WSN.