HomeMy WebLinkAboutContract 2012 2443 {
Contract for Consulting and Field Services
Between
The City of Columbia Heights
and
ProSource Technologies,Inc.
Effective Date: May 17,2012
AGREEMENT made by and between:
ProSource Technologies,Inc. (herein "ProSource") The City of Columbia Heights(herein "City")
9219 East River Road NW Department of Public Works
Coon Rapids,Minnesota 55433 637 38th Ave.NE
763-786-1445 Columbia Heights,MN 55421
and
ProSource will perform consulting and field services under written authorization from the City. Written
authorization may consist of email or letter. ProSource services may include:
• General environmental consulting and project management;
Environmental field activities;
Project review,design preparation and consulting;
• Report preparation to document professional opinions and recommendations;
• Other environmental activities agreed to with the City; and
® Other services that ProSource offers, upon the request of the City.
All work will be performed on a time and materials basis under ProSource's General Terms and Conditions and
2012 Rate Schedule,which are attached hereto and incorporated herein. Please sign below and return a copy to
me or return via email to tmaiello @prosourcetech.com to indicate acceptance of our proposed scope and rates.
Accepted by: -/ c-''/ 1-r
P Y�
Signature l Title 1
Sincerely,
ProSource Technologies, Inc.
11111 ("7:441
OPP. R
Dave Hennen Thomas Maiello
Director of Environmental Services Project Manager
Page 1 of 5
Page 2 of 5
STANDARD TERMS AND CONDITIONS
1. STANDARD OF CARE. Services shall be performed in accordance with the standard of professional
practice ordinarily exercised by the applicable profession at the time and within the locality where the Services are
performed. Professional Services are not subject to, and ProSource can not provide, any warranty or guarantee,
express or implied, including warranties or guarantees contained in any uniform commercial code. Any such
warranties or guarantees contained in any purchase orders, requisitions or notices to proceed issued by a client are
specifically objected to.
2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based on facts known at the
time of execution of this Agreement, including, if applicable,information supplied by Client. For some projects the
scope may not be fully definable during the initial phases. As the Project progresses,facts discovered may indicate
that scope must be redefined. ProSource will promptly provide Client with an amendment to this Agreement to
recognize such change,which shall be deemed approved if not objected to within 15 days of receipt by Client.
3. SAFETY. ProSource has established and maintains corporate programs and procedures for the safety of its
employees. Unless specifically included as a service to be provided as a service under this Agreement, ProSource
specifically disclaims any authority or responsibility for general job site safety and safety of persons other than
ProSource employees.
4. DELAYS. If events beyond the control of Client or ProSource, including, but not limited to, fire, flood,
explosion, riot, strike, war, process shutdown, acts of God or the public enemy, and act or regulation of any
government agency, result in delay to any schedule established in this Agreement,such schedule shall be amended
to the extent necessary to compensate for such delay. In the event such delay exceeds 90 days,ProSource shall be
entitled to an equitable adjustment in compensation.
In the event that the project is delayed by Client and such delay exceeds 30 days,ProSource shall be entitled to an
extension of time equal to the delay and an equitable adjustment in compensation.
5. TE' INATION / SUSPENSION. Either party may terminate this Agreement upon 30 days written
notice to the other party. Client shall pay ProSource for all Services, including any expenses, incurred prior to
termination.
In the event that either party defaults in its obligations under this Agreement(including Clients obligation to make
the payments required hereunder), the non-defaulting party may, after 7 days written notice stating its intention to
suspend performance under the Agreement if cure of such default is not commenced and diligently continued, and
failure of the defaulting party to commence cure within such time limit and diligently continue, suspend
performance under this Agreement.
6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by ProSource
is supplied for the general guidance of the Client only. Since ProSource has no control over the competitive bidding
or market conditions, ProSource cannot guarantee the accuracy of such opinions as compared to contract bids or
actual costs to client,
7. RELATIONSHIP WITH CONTRACTORS. ProSource shall serve as Client's professional
representative for the Services, and may make recommendations to Client concerning actions relating to Client's
contractors, but ProSource specifically disclaims any authority to direct or supervise the means, methods,
techniques,sequences,or procedures or construction selected by Client's contractors.
8. CONSTRUCTION/CONTRACTOR OVERSIGHT. For projects involving construction or
contractor oversight, Client acknowledges that under generally accepted professional practice, interpretations of
construction documents or field plans in the field are normally required,and that performance of construction-related
services by the design professional for the project permits errors or omissions to be identified and corrected at
comparatively low cost. Client agrees to hold ProSource harmless from any claims resulting from performance of
construction-related or contractor oversight services by persons other than ProSource.
ProSource Technologies, Inc. May 17, 2012
Page 3 of 5
9. INSURANCE. ProSource will maintain insurance coverage for Comprehensive General, Automobile and
Worker's Compensation in amounts in accordance with legal, and ProSource's business,requirements. Certificates
evidencing such coverage will be provided to Client upon request.
10. INDEMNITIES. To the fullest extent permitted by law, ProSource shall indemnify and save harmless Client
from and against loss, liability, and damages sustained by Client, its agents, employees, and representatives by
reason of injury or death to persons or damage to tangible property to the extent caused directly by the willful
misconduct or failure to adhere to the standard of care described in Paragraph I above of ProSource, its agent or
employees.
To the fullest extent permitted by law, Client shall defend, indemnify,y fy, and save harmless ProSource, its agents,
employees, and representatives from and against loss, liability, and damages (including reasonable litigation costs)
arising from or relating to claims for injury or death to persons,damages to tangible property,or other losses,alleged
to be caused by any of the following: (a)any substance, condition, element, or material or any combination of the
foregoing(i)produced, emitted or released from Project(ii)tested by ProSource under this Agreement,or(iii) used
or incorporated by ProSource in the Services; or(b) operation or management of the Project. Client also agrees to
require its construction contractor,if any,to include ProSource as an indemnitee under indemnification obligation to
Client.
11. LIMITATIONS OF LIABILITY. No employee or agent of ProSource shall have individual liability to
Client.
Client agrees that, to the fullest extent permitted by law, ProSource's liability to Client for any and all injuries,
claims,losses,expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement
from any causes including,but not limited to,ProSource's negligence,errors, omissions,strict liability,or breach of
contract shall not exceed the total compensation received by ProSource under this Agreement. If Client desires a
limit of liability greater than that provided above, Client and ProSource shall include in Part III of this Agreement
the amount of such limit and the additional compensation to be paid to ProSource for assumption of such additional
risk.
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL PROSOURCE BE LIABLE TO CLIENT FOR
CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,OR PUNITIVE DAMAGES.
12. ACCESS. Client shall provide ProSource safe access to any premises necessary for ProSource to provide
services.
13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other deliverables, including
electronic media, pertaining to the Project by Client for any purpose other than that for which such documents or
deliverables were originally prepared,or alteration of such documents or deliverables without written verification or
adaptation by ProSource for the specific purpose intended, shall be at the Client's risk. Client agrees to defend,
indemnify, and hold harmless ProSource from all claims, damages, and expenses (including reasonable litigation
costs),arising out of such reuse or alteration by Client or others acting through Client.
14. AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written
instrument signed by both parties.
15. ASSIGNMENT. Except for assignments(a)to entities which control,or are controlled by,the parties hereto
or (b) resulting from operation of law, the rights and obligations of this Agreement cannot be assigned by either
party without written permission of the other party. This Agreement shall be binding upon and inure to the benefit
of any permitted assigns.
16. STATUTES OF LIMITATION. To the fullest extent permitted by law, parties agree that, except for
indemnification, the time period for bringing claims under this Agreement shall expire one year after Project
completion.
ProSource Technologies, Inc. May 17, 2012
Page 4 of 5
17. PREVAILING PARTY LITIGATION COSTS. In the event any actions are brought to enforce this
Agreement,the prevailing party shall be entitled to collect its litigation costs from the other party.
18. NO WAIVER. No waiver by either party of any default by the other party in the performance of any particular
section of this Agreement shall invalidate any other section of this Agreement or operate as a waiver of any future
default,whether like or different in character.
19. NO THIRD-PARTY BENEFICIARY. Nothing contained in this Agreement,nor the performance of
the parties hereunder, is intended to benefit, nor shall inure to the benefit of, any third party, including Client's
contractors,if any.
20. SEVERABILITY. The various terms, provisions and covenants herein contained shall be deemed to be
separate and severable,and the invalidity or unenforceability of any of them shall not affect or impair the validity or
enforceability of the remainder.
21. AUTHORITY. The persons signing this Agreement warrant that they have the authority to sign as, or on
behalf of,the party for whom they are signing.
ProSource Technologies, Inc. May 17,2012
ProSource Technologies, Inc.
2012 Labor Rates
Prepared for
City of Columbia Heights
Project Principal $105
Project Manager $89
Environmental/Regulatory Permitting Specialists $80
Drafter CAD/GIS $74
Field Technician(Geologist,Regulated Waste,etc.) $70
Database/Document Specialists $65
Administrative $55
Nonexempt staff paid on an hourly rate will be charged at an overtime rate of 1.50
times their regular hourly rate for time in excess of eight hours per workday, and on
weekends and holidays. These rates are valid through December 31,2012.
to gnat§fi;•
ITEM DESCRIPTION UNIT/FEE$
Mileage Prevailing IRS Rate+5%
Supplies,materials,shipping,postage,equipment Cost+5%
rental,and other miscellaneous expenses.
Notes: Items not listed are at current rate or quote.
Non-ProSource equipment rental charged at cost+5%
Miscellaneous expenses include:postage,freight,maps,recording fees,
abstract fees,permit fees,supplies,etc.
9219 East River Road NW All expenses in excess of$20 will be supported by invoices,vouchers,and
Minneapolis,MN 55433 receipts.
763-786-1445
Fax 763-786-1030
www,prosourcetech.com
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