O-2006-2950 - Laserfiche WebLink

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Public Client Rev. 10/00 5. COMPENSATION: Direct personnel expense shall be defined as: the cost of salaries and fringe benefrt costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance, retirement benefrts, and medical and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those employees directly engaged in the perfonnance of the requested service. Reimbursable costs include: fees of Professional Associates (whose expertise Is required to complete the project) and out-of-pocket expenses, the cost of which shall be charged at actual costs plus an administrative charge of 18% and shall be Itemized and included in the invoice. Typical out-of-pocket expenses shall include, but not be limited to, travel expenses (lodging, meals, etc.), job-related mileage at the prevailing Company rate, long distance telephone calls, courier, printing and reproduction costs, and survey supplies and materials. In the event the requested service involves the use of electronic measuring equipment, computers, plotters, and other spectal equipment such as boats, swamp buggies, etc., an edditlonal direct charge shall be made for the use of this equipment. It Is understood and agreed that PBS&J's services under this Agreement are limited to those described in Item 2 hereof (and Attachment A, if applicable) and do not Include participation In or control over the operation of any aspect of the project. Compensation under this Agreement does not Include any amount for participating In or controlling any such operation. 6. INVOICE PROCEDURES AND PAYMENT: PBS&J shall submit invoices to the Client for work accomplished during each calendar month. For services provided on a lump Sum basis. the amount of each monthly Invoice shall be determined on the "percentage of completion method" whereby PBS&J will estimate the percentage of the total work (provided on a lump Sum basis) accomplished during the invoicing period. Monthly invoices shall include, separately listed, any charges for services for which time charges and/or unit costs shall apply. Such invoices shall also include, separately listed, any charges for PrOfessional Associates and reimbursable costs. Such Invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payable by the client upon receipt. The Client, as owner or authorizad agent for the owner, hereby agrees that payment as provided herein will be made for said work within 30 days from the date the invoice for same is mailed to the Client at the eddress set out herein or is otherwise delivered, and, in default of such payment, hereby agrees to pay all costs of collection, Including reasonable attomey's fees, regardless of whether legal action Is initiated. The Client hereby acknowledges that unpaid Invoices shall accrue interest at the maximum retailed by law after they have been outstanding for over 30 days. PBS&J reserves the right to suspend all services on the Client's project without notice if an invoice remains unpaid 45 days after date of Invoice. This suspension shall remain in effect until ali unpaid invoices are paid in full. It Is understood and agreed that PBS&J's services under this Agreement do not Include participation, whatsoever, in any litigation. Should such services be required, a supplemental Agreement may be negotiated between the Client and PBS&J describing the services desired and providing a basis for compensation to PBS&J. 7, COST ESTIMATES: Client hereby acknowledges that PBS&J cannot warrant that any cost estimates provided by PBS&J will not vary from actual costs Incurred by the Client. 8. LIMIT OF LIABiliTY: The limit of liability of PBS&J to the Client for any cause or combination of causes shall be, In total amount, limited to the fees paid under this Agreement. 9. CONSTRUCTION SERVICES: If, under this Agreement, professional services are provided during the construction phase of the project, PBS&J shall not be responsible for or have control over means, methods, techniques, sequences, or procedures, or for safety precautions and programs In connection with the Work; nor shall PBS&J be responsible for the Contractor's failure to carry out the Work In accordance with the Contract Documents or for the Contractor's failure to comply with applicable laws, ordinances, rules or regulations. 10. INSURANCE: PBS&J shall at all times carry Workers' Compensation insurance as required by statute; commercial general liability Insurance Including bodily Injury and property damage; automobile liability coverage; and professionailiability coverage. Insurance certificates will be provided to the Client upon request. Client agrees to require that PBS&J be named as an additional Insured on insurance coverages provided by contractors on the project. 11. ASSIGNMENT: Neither the Client nor PBS&J will assign or transfer its interest in this Agreement without the written consent of the other. t2. SUSPENSION, TERMINA TION, CANCEllATION OR ABANDONMENT: In the event the project described in Attachment A, or the services of PBS&J called for under this Agreement, is/are suspended, cancelled, terminated or abandoned by the Client, PBS&J shall be given seven (7) days prior written notice of such action and shall be compensated for the professional services provided up to the date of suspension, termination, cancellation or abandonment In accordance with the provisions of this Agreement for all work performed up to the date of suspension, termination, cancellation or abandonment, including reimbursable expenses. t3. ENTIRETY OF AGREEMENT: This writing, including attachments and addenda, if any, embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of this Agreement shall be valid unless made In writing signed by both parties herato. 14. DOCUMENTS: Any reuse by the client or others of documents and plans that result from PBS&J's services under this agreement shall be at the Client's or others' sole risk without liability to PBS&J. 15. WAIVER: Any failure by PBS&J to require strict compliance with any provision of this contract shall not be construed as a waiver of such provision, and PBS&J may subsequently require strict compliance at any time, notwithstanding any prior failure to do so, 16. DISPUTE RESOLUTION: If a dispute arises out of or relates to this Agreement or the breach thereof, the parties will attempt to settle the matter between themselves. If no agreement can be reached the parties egree to use mediation with a mutually agreed upon mediator before resorting to a judicial forum. The cost of a third party mediator will be shared equally by the parties. In the event of litigation, the prevailing party will ba entitled to reimbursement of ali reasonable costs and attorneys' fees. The parties mutually agree that a similar dispute resolution clause will be contained In all other contracts executed by Client conceming or related to this contract and all subcontracts executed by PBS&J. 17, HAZARDOUS WASTE, MATERIALS OR SUBSTANCES: Unless otherwise specifically provided In this Agreement, PBS&J shall not be responsible for or have control over the discovery, presence, handling, removal, transport or disposal of hazardous waste, materials or substances in any form on the project site. 18. GOVERNING LAW: This Agreement shall be governed by and construed according to the laws of the State where the situs of the work is located. 19. LIMITED COPYRIGHT LICENSE: PBS&J grants Client a paid-up, non-transferable, non-exclusive license to make or have made copies of any copyrightable materials delivered under this Agreement and specifically marked by PBS&J as "Reproduction Authorized". 20. INTEllECTUAL PROPERTY: With the sole exception of specifically marked reproducible materials subject to the Limited Copyright license herein, all worldwide right, mle and interest in and to any and all Intellectual Property conceived, invented, authored or otherwise made by or on this Agreement shall remain the sole and exclusive property of PBS&J, its successors and assigns unless licensed or assigned by PBS&J pursuant to a separate written Instrument. The term "Intellectual Property shall be construed broadly to include all forms of intellectual property Including without limitation all invenllons, discoveries, designs, plans, improvements, trademarks, service marks and copyrights In drawings, computer programs, architectural works and in all other original works of authorship. ATTACHMENT-Scope of Services ATTACHMENT B-Compensation ADDENDA A (if required)