4.1. ERMUSR HANDOUT 07 12 2011 - Laserfiche WebLink

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MASTER PROFESSIONAL SERVICES AGREEMENT This MASTER PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated July 11, 2011 by and between SAIC Energy, Environment & Infrastructure, LLC ("Consultant" or "SEE&I"), with offices at 1000 Legion Place, Suite 1100, Orlando, FL 32801 and Elk River Municipal Utilities ("Client"), with offices at 13069 Orono Parkway, Elk River, MN 55330-0430, collectively the "Parties" and each a "Party". NOW, THEREFORE in consideration of the promises herein and for other good and valuable consideration, the parties agree as follows: Scope of Services: Consultant and Client agree Consultant will perform consulting services and independent engineering services as requested by Client from time to time. The services to be provided by Consultant shall be agreed to by the parties and authorized in a Task Authorization to this Agreement which sets forth the scope of services, intended purpose, schedule, budget, payment provisions and other special provisions, if any, related to the Scope of Services. Task Authorizations shall be incorporated into this Agreement and subject to its terms and shall be generally in the form shown in Exhibit A to this Agreement. 2. Independent Contractor: Consultant is an independent contractor and is not an employee of Client. Services performed by Consultant under this Agreement are solely for the benefit of Client. Nothing contained in this Agreement creates any duties on the part of Consultant toward any person not a party to this Agreement. 3. Standard of Care: Consultant will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement and its exhibits constitute the entire agreement between the Parties and together with its exhibits supersede any prior written or oral agreements. This Agreement may not be changed except by written amendment, or through Task Authorizations for individual tasks, signed by the Parties. The estimate of the level of effort, schedule and payment required to complete the Scope of Services, as Consultant understands it, will be in Task Authorizations for individual tasks. Services not expressly set forth therein are excluded. Consultant shall promptly notify Client if changes to the Scope of Services affect the schedule, level of effort or payment to Consultant and the schedule and payment shall be equitably adjusted. if Consultant is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation or equipment delays, act of war, or act of God, then the schedule or payment under individual Task Authorizations shall be equitably adjusted, if necessary, to compensate Consultant for any additional costs due to the delay. rsr~/i°®r{ere YmOl SnenCC f0 $OtPi i0gg R:IOdandolElk RiverIMASTER PSA ELK RIVER MUNICIPAL UTILITIES.DOC