12.01 - Engineering Services Proposal for S Oak St Improve

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WIDSEM recover all reasonable costs and disbursements,including MriZ; General Provisions of Professional reasonable attorneys fees,incurred in connection with NOLTING Services Agreement 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 These General Provisions are Intended to be used In conjunction with a letter-type Agreement or a services,expenses and charges.CLIENT agrees that WSN shall not be responsible for any Request for Services between Widseth Smith Nolting,a Minnesota Corporation,hereinafter referred claim for delay or other consequential damages arising from suspension of services to as WSN,and a CLIENT,wherein the CLIENT engages WSN to provide certain Architectural,and/or hereunder.Upon payment in full by Client and WSN's resumption of services,the time for Engineering services on a Project performance of WSN's services shall be equitably adjusted to account for the period of As used herein,the term'this reemenl'refers to 1 the WSN Pro suspension and other reasonable time necessary to resume perlormance. Ag () 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 ARTICLE 4.ABANDONMENT,CHANGE OF PLAN AND TERMINATION supersedence,any attached Exhibits shag govern over these General Provisions and the Letter Either Party has the right to terminate this Agreement upon seven days written notice.In addition, Agreement shag govern over any attached Exhibits and these General Provisions. These the CLIENT may at any time,reduce the scope of this Agreement.Such reduction in scope shag documents supersede all prior communications and constitute the entire Agreement between the be set forth in a written notice from the CLIENT to WSN.In the event of unresolved dispute over parties.Amendments to this Agreement must be in writing and signed by both CLIENT and WSN. change in scope or changed conditions,this Agreement may also be terminated upon seven days written notice as provided above. ARTICLE 1.PERIOD OF SERVICE In the event of termination,and upon payment in fug for all work performed and expenses The term of this Agreement for the performance of services hereunder shall be as set forth in the incurred to the date of termination,documents that are Identified as deliverables under the Leger Letter Agreement.In this regard,any lump sum or estimated maximum payment amounts set forth Agreement whether finished or unfinished shall be made available by WSN to the CLIENT in the Letter Agreement have been established in anticipation of an orderly and confinuous progress pursuant to Article 5,and there shall be no further payment obligation of the CLIENT to WSN of the Project in accordance with the schedule set forth in the Letter Agreement or any Exhibits under this Agreement except for payment of an amount for WSN's anticipated profit on the value attached thereto. of the services not performed by WSN and computed in accordance with the provisions of Article 3 and the Letter Agreement ARTICLE 2.SCOPE OF SERVICES In the event of a reduction in scope of the Project work,WSN shag be paid for the work The scope of services covered by this Agreement shall be as set forth in the Letter Agreement or a performed and expenses incurred on the Project work thus reduced and for any completed and Request for Services. Such scope of services shag be adequately described in order that both the abandoned work,for which payment has not been made,computed in accordance with the CLIENT and WSN have an understanding of the expected work to be performed. provisions of Article 3 and the Letter Agreement. 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 signficantly exceeds that estimated due to ARTICLE 5.DISPOSITION OF PLANS,REPORTS AND OTHER DATA changed conditions and thereby constitutes extra work,they shall notify the CLIENT of that fact. All reports,plans,specifications,field data and notes and other documents,including all Extra work,additional compensation for same,and extension of time for completion shall be covered documents on electronic media,prepared by WSN or its consultants are Instruments of Service by a revision to the Letter Agreement or Request for Services and entered into by both parties, and shag remain the property of WSN or its consultants,respectively.WSN and its subconsultants retain all common law,statutory and other reserved rights,including,without fimitation,copyright. WSN and its subconsultants maintain the right to determine if production will `%.1,RTICLE 3.COMPENSATION TO WSN be made,and allowable format for production,of any electronic media or data to CLIENT or any A. Compensation to WSN for services described in this Agreement shag be on a Lump Sum basis, third-party. Upon payment in full of monies due pursuant to the Agreement,WSN shag make Percentage of Construction,and/or Hourly Rate basis as designated in the Letter Agreement and hard copies available to the CLIENT,of all documents that are identified as deliverables under as hereinafter described. the Letter 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 1. A Lump Sum method of payment for WSN's services shall apply to all or parts of a work damages that may arise out of items that could have been corrected during completion/quagty scope where WSWs tasks can be readily defined and/or where the level of effort required to control Any Instruments of Service provided are not intended or represented to be suitable for accomplish such tasks can be estimated with a reasonable degree of accuracy. The CLIENT reuse by the CLIENT or others on extensions of the Project or any other project.Any modification shall make monthly payments to WSN within 30 days of date of invoice based on an or reuse without written verification or adaptation by WSN for the specific purpose intended will estimated percentage of completion of WSN's services. be at CLIENTs 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 2. A Percentage of Construction or an Houry Rate method of payment of WSN's services shall of unfinished documents,or modification or reuse of finished documents,which is not specifically apply to all or parts of a work scope where WSN's tasks cannot be readily defined and/or verified,adapted,or authorized by WSN. This indemnity shall survive the termination of this where the level of effort required to accomplish such tasks cannot be estimated with any Agreement reasonable degree of accuracy.Under an Hourly Rate method of payment,WSN shag be paid for the actual hours worked on the Project by WSN technical personnel times an hourly Should WSN choose to deliver to CLIENT documents in electronic form,CLIENT acknowledges billing rate established for each employee.Hourly billing rates shag include compensation for that differences may exist between any electronic files delivered and the printed hard-copy. all salary costs,payroll burden,general,and administrative overhead and professional fee. In Copies of documents that may be rafted upon by CLIENT are limited to the printed hard-copies a Percentage of Construction method of payment,final compensation will be based on actual that are signed and/or sealed by WSN. Files in electronic form are only for convenience of bids If the project is bid and WSN's estimate to the CLIENT If the project Is not bid.A rate CLIENT.Any conclusion or information obtained or derived from such electronic documents will schedule shag be furnished by WSN to CLIENT upon which to base periodic payments to be at users sole risk. CLIENT acknowledges that the useful fife of some forms of electronic WSN. 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 3. In addition to the foregoing,WSN shag be reimbursed at cost for the following Direct will be fully usable beyond 30 days from date of delivery to CLIENT. Expenses when incurred in the performance of the work: (a) Travel and subsistence. ARTICLE 6.CLIENT'S ACCEPTANCE BY PURCHASE ORDER OR OTHER MEANS (b) Computer services. In lieu of or in addition to signing the acceptance blank on the Letter Agreement,the CLIENT may (c) Outside professional and technical services with cost defined as the amount billed WSN. accept this Agreement by permitting WSN to commence work on the project or by issuing a (d) Identifiable reproduction and reprographic costs. purchase order signed by a duly authorized representative.Such purchase order shag (e) Other expenses for additional gems and services as set forth In the Letter Agreement 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 4. The CLIENT shag make monthly payments to WSN within 30 days of date of invoice based purchase order,the terms and conditions of this Agreement shag govem.Notwithstanding any on computations made in accordance with the above charges for services provided and purchase order provisions to the contrary,no warrantees,express or implied,are made by WSN. expenses Incurred to date,accompanied by supporting evidence as available. The CLIENT will pay the balance stated on the invoice unless CLIENT notifies WSN in writing of the particular item that is alleged to be Incorrect within 15 days from the date of Invoice,in which case,only the disputed item will remain undue until resolved by the parties.Alt accounts unpaid after 30 days from the date of original invoice shag be subject to a service charge of 1%per month,or the maximum amount authorized by law,whichever is less.WSN shag be entitled to