08-28-2017 Council Packet - Laserfiche WebLink

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PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this day of , 2017, by and between the CITY OF ORONO, a Minnesota municipal corporation ("City") and WSB & ASSOCIATES, INC., a Minnesota corporation ("Consultant"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS. The Contract consists of the following documents: A. This Professional Services Agreement; and B. Consultant's Proposal dated August 4, 2017 ("Proposal") In the event of conflict among the documents the conflict shall be resolved by the order in which they are listed with the document listed first having the first priority and the document listed last having the last priority. 2. COMPENSATION. Consultant shall be paid by the City on a time and materials basis in accordance with the Proposal but an amount not to exceed $25,000.00 including reimbursables. Consultant shall submit monthly invoices and the City shall pay the invoices within 30 days of receipt. The not to exceed fees shall not be adjusted if the estimated hours to perform a task, the number of estimated required meetings or any other estimate or assumption is exceeded. The not to exceed fees will be adjusted to reflect any change in scope or additional services requested by the City beyond those set forth in the Proposal. 3. DOCUMENTS. Upon full payment of amounts due under this Agreement, the City shall be the owner of all documents, reports, studies, analysis, drawings, specifications or other deliverables under this Agreement (the "Instruments of Service") prepared by the Consultant in conjunction with this contract. The Instruments of Service for this Project are not intended or represented to be suitable for reuse by the City or others on extensions of the Project or on any other Project. Any reuse without written verification or adaptation by Consultant for the specific purpose intended will be at the City's sole risk and without liability or legal exposure to Consultant. The City hereby releases consultant from any claims arising from reuse of the Instruments of Service without Consultant's written verification or adaptation and agrees to indemnify and hold harmless Consultant from all claims, damages, losses and expenses including attorney's fees arising out of or resulting from such use. 4. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Consultant shall exercise reasonable care to abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. 5. STANDARD OF CARE. Consultant shall exercise the same degrees of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional consultant under similar circumstances. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of Consultant's services. 1940041 1