4.1. ERMUSR HANDOUT 07 12 2011 - Laserfiche WebLink

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MASTER PROFESSIONAL SERVICES AGREEMENT Between SAIC Energy, Environment & Infrastructure, LLC and Elk River Municipal Utilities 5. Fee for Services: The fee for services under a Task Authorization will be based on the actual hours of services furnished multiplied by Consultant's billing rates as of the date of its monthly invoice plus all reasonable expenses directly related to the services furnished under a Task Authorization, or as otherwise set forth in a Task Authorization. 6. Payment: Unless otherwise indicated in a Task Authorization, Client shall pay Consultant for services furnished under a Task Authorization upon submission of monthly invoices in an amount equal to actual hours of services furnished multiplied by Consultant's current billing rates (attached as Exhibit B]. Additionally, Client shall reimburse Consultant monthly for reasonable expenses at cost and at cost plus 10% for the services of any Subconsultant. Client shall pay Consultant in U.S. dollars within thirty (30) days of receipt of invoices less any disputed amounts. If Client disputes any portion of the invoice, the undisputed portion will be paid and Consultant will be notified in writing, within ten (10) days of receipt of the invoice of the exceptions taken. Consultant and Client will attempt to resolve the payment dispute within sixty (60) days or the matter may be submitted to arbitration as provided below. Additional charges for interest shall become due and payable at a rate of one and one-half percent (1-1/2%) per month (or the maximum percentage allowed by law, whichever is lower) on the unpaid, undisputed invoiced amounts. Any interest charges due from Client on past due invoices are outside any amounts otherwise due under this Agreement. If Client fails to pay undisputed invoiced amounts within sixty (60) days after delivery of invoice, Consultant, at its sole discretion, may suspend services hereunder or may initiate collections proceedings, including mandatory binding arbitration, without incurring any liability or waiving any right established hereunder or by law. Notwithstanding the above, Client shat] pay the amount, if any, that is set forth in each Task Authorization as being due upon signing and before commencement of any work under such Task Authorization by Consultant as an advance payment, which shall be held as progress payment security and shall be applied to the last invoice submitted by Consultant for services provided under such Task Authorization. Client agrees to make additional Advance Payment as and if required from time to time in Consultant's sole discretion. 7. Indemnity: To the extent permitted by law, Consultant agrees to indemnify, defend and hold harmless Client and its directors, officers, shareholders and employees from and against any liability (including without limitation, reasonable costs and attorneys' fees) incurred by Client to the extent caused by Consultant's negligent acts, errors or omissions, including judgments in favor of any third party. To the extent permitted by law, Client agrees to indemnify, defend and hold harmless Consultant and its directors, officers, shareholders, employees and subconsultants from and against any liability (including, without limitation, reasonable costs and attorney's fees) incurred by Consultant to the extent caused by Client's negligent acts, errors or omissions, including judgments in favor of any third party. R:IOtlantlolElk RiverIMASTER PSA_ELK RIVER MUNICIPAL UTILITIES.DOC page y