STUDIO LLG 340 N. 12"1 StreEt, #419, Philadelphia. PA 19107 AGREEMENT FOR DESIGN SERVICES tin This AGREEMENT entered into 2017, between and for interface Studio LLC (a limited liability company) 340 N. 12th Street, #419 Philadelphia. Pa 1910? Wilmington Housing Partnership 800 French Street. 71" Floor Wilmington, DE 19801 hereinafter referred to as "Client" Wilmington City Wide Comprehensive Plan hereinafter referred to as the "Project". WHEREAS, the Client desires to contract with Interface Studio for the provision of certain professional design services as hereinafter set forth: and WHEREAS, interface Studio is willing to provide such Scope of Services on the terms stated herein. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties to this Agreement, intending to be legally bound, agree as follows: 1.0 1.1 2.0 2.1 3.0 3.1 3.2 SCOPE OF SERVICES interface Studio shall provide all services as described In Exhib?rt'W', Scope of Services, attached hereto and made a part hereof. CLIENTS RESPONSIBILITIES The Client shall provide full information regarding requirements for the Project. The Client shall furnish required information as expeditiously as necessary for the orderly progress of the work, and Interface Studio shall be entitled to rely on the accuracy and completeness thereof. COMPENSATION: ADDITIONAL SERVICES For performance of the services contained in this Agreement. the Client agrees to compensate interface Studio as specified in Exhibit Initial Fees, attached hereto and made a part hereof. if authorized in advance in writing by Client, additional services required of interface Studio or subconsultants shall be compensated based on amounts and methods contained in Exhle B. Interface Studio shall not be required to perform any work requested by Client which is beyond the Scope of Services described in Exhibit A unless the amount of additional fees and the scope of such additional services shall have been agreed to In writing, in advance. by Client. When and if agreed by the parties as aforesaid such the Scope of Services shall be deemed to include such additional services. Interface Studio LLC 1 4.0 4.1 5.0 5.1 6.0 6.1 7.0 7.1 7.2 8.0 8.1 PAYMENTS Interface Studio shall submit invoices for the previous month?s work. The invoices shall be based on time billed to the project during that time frame. SCHEDULE interface Studio shall perform the Scope of Services in a timely manner appropriate to the complexity and level of services being performed. Interface Studio will not be liable for any damages resulting from delays in performance or failure to perform due to causes beyond its control and without its fault or negligence. Such causes include but are not limited to acts of God, strikes, governmental actions or lnactions, fire. flood, windstorm. unusually severe weather, vandalism or delays or accidents in transportation. CONFIDENTIALITY All information and data of Client which Client transmits to interface Studio and which Client desires to be treated as confidential by Interface Studio shall be marked as such and, to the extent reasonably possible. shall not be disclosed to any person by Interface Studio without the prior written consent of Client. The foregoing covenant shall not apply to any Information or data which: interface Studio shall have lawfully possessed before entering into this Agreement; shall be lawfully acquired by interface Studio not resulting from, or related to, this Agreement or the performance of the Scope of Services: becomes part of the public domain in any manner other than the publication thereof in violation of this Agreement; or is otherwise required by applicable law to be disclosed by interface Studio. TERMINATION This Agreement may be terminated immediately: By either party. either with cause or without cause. upon thirty (30) days' written notice to the other. By either party upon the insolvency of the other party. or upon the filing ofa voluntary petition in bankruptcy by the other party or to have the other party declared a bankrupt. or upon the appointment of a receiver or trustee for the other party. or upon the execution by the other party of an assignment for the benefit of creditors. Upon termination of this agreement with or without cause Interface Studio shall be entitled to payment for all hours worked at the contract bill rate for such hours, plus reimbursable expenses incurred until the notification of termination. USE AND OWNERSHIP OF DOCUMENTS The Scope of Services to be provided by Interface Studio in connection with the Project will result in many deliverables to be provided by it to the Client. Including but into limited to, various plans, reports, drawings. mappings. studies. graphics and presentation materials as more specifically described or Interface Studio LLC 2 8.2 9.0 9.1 10.0 10.1 11.0 11.1 11.2 12.0 12.1 12.2 Interface Studio LLC identified in Exhibit (the ?Deliverables"). Upon completion of the Scope of Services and the payment by the Client of all amounts owed Interface Studio the Deliverables shall be wholly owned by Client and its partners for their unrestricted use. Prior to ownership of Deliverables being vested in Client, neither the Client will change. alter or amend the Deliverables without the prior written approval of interface Studio and the Deiiverables will not be used by the Client or others on other projects except by agreement in writing by Interface Studio. Any reuse of the Deliverabies after they have left the custody of Interface Studio shall be at the user's sole risk without liability to interface Studio. COMPLIANCE WITH LAWS Each party shall comply, at its own cost and expense. with the provisions of all federal, state and local laws. ordinances. regulations and orders pertaining to the performance of the Scepe of Services and shall take all measures necessary to remedy any violations of such law, ordinance, rule, regulation or order. LIMITATION OF LIABILITY Client and Interface Studio agree that interface Studio's total liability to client for any claims, losses, expenses or damages whatsoever. arising out of or in any way related to the Scope of Services by Interface Studio under this agreement from any cause or causes. is limited to direct damages to the extent caused by Interface Studio's negligent performance of such work or Interface Studio's willful misconduct and shall not include liability for any special, indirect. incidental or consequential damages, (ii) damages arising out of loss of data, loss of use or loss of profits or costs associated with the correction of any construction of the Project. INSURANCE Interface Studio shall carry Professional Liability insurance affording protection with respect to bodily injury, death and damage to property in the amounts of $1,000,000 per occurrence and $1,000,000 in the aggregate. A policy or certificate of insurance evidencing such coverage shall be provided to Client prior to execution of this Agreement. If an automobile is to be used by Interface Studio in performing the Scope of Services, a policy of comprehensive automobile liability insurance covering the operation of all automobiles used in connection with the performance of this Agreement with such policy to afford protection to the limit of $1,000,000 with respect to bodily injury or death of any one person, $1,000,000 with respect to bodily injury or death of any number of persons in any one occurrence and $1,000,000 with respect to damage to property of any one owner from one occurrence. MISCELLANEOUS PROVISIONS Amendments. This Agreement may be amended only by written Instrument signed by both the Client and Interface Studio. Waiver of Default. No failure by the Client to insist upon the strict performance of any term, covenant, agreement or provision of this Agreement or to exercise any right or remedy consequent upon a breach 3 12.3 12.4 12.5 thereof, and no acceptance by the Client of Scope of Services during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. covenant. agreement or provision. No term. covenant. agreement or provision of this Agreement and no breach thereof shall be waived. altered or modified except by a written instrument executed by the parties. No waiver of any breach shall affect this Agreement. but each and every term, covenant. agreement and provision of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent breach thereof. Final Agreement. This Agreement contains the final and entire agreement between the parties and is intended to be an integration of all prior agreements between them regarding the Scope of Services. The parties hereto shall not be bound by any agreements. conditions. representations or warranties relating to the provision of the Scope of Services. oral or written. express or implied, not contained herein. Severability. If any part or parts of this Agreement is found not to be legally enforceable under a particular circumstance. then that portion shall be deleted for such circumstance and all other parts remain in effect. Binding Effect; Assignment. The Client and Interface Studio. respectively, bind themselves. their successors. legal representatives, agents. and assigns to each other to this Agreement. Neither the Client nor Interface Studio shall assign. sublet or transfer their interest in this Agreement without the written consent of the other. This Agreement entered into as of the day and year first written above INTERFACE srupto 7" 7/ Title: {grater .rw HOUSI EHSHIP- By: Steve-twain Exam?? irector, Wilmington /Housing?artnership .7e//a ByHerb M. lnden Director of Planning/ and Development City of Wilmington City Law Dept. Ap re Ed?j?fw 96- a Interface Studio LLC