04-25-2007 Council Agenda - Laserfiche WebLink

Home Browse Search

TOLTZ, KING, DUVALL, ANDERSON AND ASSOCIATES, INCORPORATED General Provisions Of Architect - Engineer Agreement ARTICLE I. GENERAL These General Provisions are intended to be used in conjunction with a letter-type Agreement between Toth, King, Duvall, Anderson and Associates, Incorporated, a Minnesota Corporation, hereinafter referred to as TKOA, and a OWNER, wherein the OWNER engages TKOA to provide certain Architectural. andlor Engineering services an a Project. As used herein, the term 'this Agreement' refers to (1) the TKDA Proposal Letter which becomes the Letter Agreement upon its acceptance by the OWNER, (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 shad govern over These General Provisions and the Letter Agreement shall govem over any attached Exhibits and these General Provisions. ARTICLE 2. PERIOD OF SERVICE The term of this Agreement for the performance of services hereunder shad 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 3. COMPENSATION TO TKDA A. Compensation to TKDA for services described in this Agreement shad be on a Lump Sum basis andlor an Hourly Rate basis as designated in the Letter Agreement and as hereinafter described. 1. A Lump Sum method of payment for TKOA's services shall apply to all or parts of a work scope where TKOA's tasks can be readily defined andlor where the level of effort required to accomplish such tasks can be estimated with a reasonable degree of accuracy. The OWNER shall make monthly payments to TKDA within 30 days of date of invoice based an an estimated percentage of completion of TKOA's services. 2, An Hourly Rate method of payment for TKOA's services shad apply to all or parts of a work scope where TKOA's tasks cannot be readily defined andlor 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, TKDA shad be paid for the actual hours worked on the Project by TKOA technical personnel times an hourly billing rate established for each employee. Hourly billing rates shall include compensation for all salary costs. payroll burden, general and administrative overhead and professional fee. A rate schedule shall be furnished by TKDA to OWNER upon request. In addition to the foregoing, TKOA shall be reimbursed at cost for the following Direct Expenses when incurred in the performance of the work: lal Travel and subsistence. Computer services. Icl Outside professional and technical services with cast defined as the amount billed TKDA plus 10 %. Id) Identifiable reproduction and repragraphic casts. le) Other expenses for additional items and services as set forth in the Letter Agreement. The OWNER shad make monthly payments to TKDA within 30 days of date of invoice based an computations made in accordance with the above charges for services provided and expenses incurred to date, accompanied by supporting evidence as required. H. The OWNER will pay the balance stated on the invoice unless OWNER notifies TKDA 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. All accounts unpaid after 30 days from the date of original invoice shell be subject to a service charge of 1112% per month, or the maximum amount authorized by law, whichever is less. TKDA shall be entitled to recover ad reasonable costs and disbursements, including reasonable attorneys fees, incurred in connection with collecting amounts owed by OWNER. In addition, TKDA may after giving seven days' wdttm notice to the OWNER, suspend services under this Agreement until TKDA has been paid in full for at amounts then due for services. expenses and charges. OWNER agrees that TKDA shall not be responsible for any claim for consequential damages arising from suspension of services hereunder. ARTICLE 4. EXTRA WORK If TKDA 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 OWNER of that fact. Extra work, additional compensation for same, and extension of time for completion shag he covered by a Supplemental Agreement entered into by both parties. ARTICLE 5. ABANDONMENT, CHANGE OF PLAN AND TERMINATION Either Party has the right to terminate this Agreement upon seven days written notice. In addition, the OWNER may at any time, reduce the scope of this Agreement. Such reduction in scope shad be set forth in a written notice from the OWNER to TKDA. In the event of unresotved 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, all documents finished or unfinished, prepared by TKDA under this Agreu,mnt shad be made available by TKDA to the OWNER pursuant to Article 6, and there shall be no further obligation of the OWNER to TKDA under this Agreement, except for payment of amounts due and awing tar work performed and expenses incurred to the date and time of temination, computed in accordance with the provisions at Article 3 and the Letter Agreement. In the event at a reduction in scope of the Project work, TKDA shad 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, competed in accordance with the provisions of Article 3 and the Letter Agreement. ARTICLE 6. DISPOSITION OF PLANS, REPORTS AND OTHER DATA At the time of completion or temination of the work, TKDA shall make available to the OWNER, all maps, tracings, reports, resource materials and other documents pertaining to the work or to the Project. All such documents are not intended or represented to be suitable for reuse by the OWNER or others on extensions of the Project or any other project. Any reuse without written verification or adaptation by TKDA for the specific purpose intended win be at OWNER's sole risk and without liability or legal exposure to TKDA. In this regard, the OWNER will indemnify and hold harmless TKOA from any and al suits or claims of third parties arising out of such reuse. which is not specifically verified, adapted, or authorized by TKDA. In the event electronic copies of documents are made available to the OWNER pursuant to the foregoing paragraph, the OWNER acknowledges that the useful life of electronic media such as magnetic tapes andlor floppy disks may be limited because of deterioration of the media or obsolescence of the computer hardware andlor software systems. Therefore, TKDA makes no representation that such media will be fully usable beyond 30 days from date of delivery to OWNER. ARTICLE 7. OWNER'S ACCEPTANCE BY PURCHASE ORDER In lieu of or in addition to signing the acceptance blank an the Letter Agreement, the OWNER may execute the contract by issuing a purchase order signed by a duly authorized representative. Such purchase order shad incorporate by reference the terns and conditions of this Agreement, In the event of a conflict between the terms and conditions of this Agreement and those contained in the OWNER's purchase order, the terns and conditions of this Agreement shalt govern. Notwithstandingany purchase order provisions to the contrary, no warrantees. express or implied, are made by TKOA. TKDA -OWNER GENERAL PROVISIONS OCTOBER 1993