2008-06-11 Agenda & Handouts - Laserfiche WebLink

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I -- Scope of Work and Cost Estimate Soil Vapor Survey MaIn Street Corridor Development - Centerville, Minnesota Page 5 STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be perfonned 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 perfonned. 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 unifonn 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, infonnation 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. ProSouree 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 Pro Source 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. TERMINATION / SUSPENSION. Either party may tenninate this Agreement upon 30 days written notice to the other party. Client shall pay ProSource for all Services, including any expenses, incurred prior to tennination. 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 pemlits 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 Pro Source. ;/'e ProSource Technologies, Inc. June 9, 2008