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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 rr Pt Page 5 YERNL: L08(s.