06-27-2018 Council Packet - final

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Proposal for Environmental Services June 21, 2018 167 South Owasso Blvd West, Little Canada, MN 5 1.4 If VAI’s performance of the Services is delayed by CLIENT or by any other circumstance beyond VAI’s direct and reasonable control, then the time for VAI’s completion of the Services shall be automatically extended based upon the duration and impact of each such delay and VAI shall be entitled to additional compensation from CLIENT. 1.5 CLIENT shall pay for the Services as set forth in the Contract. CLIENT agrees that VAI may increase its billing rates/fees on each annual anniversary of this Contract. 1.6 VAI shall issue monthly invoices for its Services to CLIENT and each invoice is payable in full upon receipt. Invoices not paid in full when due shall accrue interest on all unpaid balances from the 31st day following issuance at the rate of 1.5 percent per month. In addition to all of its other remedies, if CLIENT fails to pay any invoice in full within 30 days of its issuance, VAI, at its sole option, may declare this Contract in default and terminate all of its duties hereunder without liability to CLIENT or others. Upon such termination, CLIENT shall immediately pay VAI for all Services then rendered plus VAI’s reasonable termination and demobilization costs and expenses. Section 2. General Responsibilities. 2.1 VAI shall not be responsible for the performance of any activity or obligation other than the contractually specified Services and VAI’s performance shall not be construed as relieving CLIENT or any third party of their responsibilities. VAI shall have no responsibility for, or any liability pertaining to: (1) the superintending, supervising, or directing of the work of any independent contractor, agent or employee of CLIENT or any third party; or (2) the results or consequences of work performed by any such independent contractor, agent or employee of CLIENT or any third party; or (3) any claims or allegations of rights by any person or party other than CLIENT relating to VAI’s Services; or (4) for overall job site safety at the location which is the subject of this Contract (hereinafter, “Site”). 2.2 VAI will be responsible for obtaining only those governmental permits, approvals and authorizations that are specified in the Scope of Services of the Contract. While VAI will use reasonable efforts to obtain such specified permits and approvals in a timely manner, VAI shall not be liable for any delays, damages and/or impacts resulting from any governmental or third-party delays or actions. 2.3 Unless otherwise expressly agreed by VAI and CLIENT in writing, CLIENT and VAI agree: that VAI’s performance of its Services and exercise of its care and skill is solely and exclusively for the benefit of CLIENT; that no person or party other than CLIENT shall be entitled to rely upon any documentation, representation, report, statement or Service made or performed by VAI or upon any failure by VAI to make any representation or statement or provide any Service; and that VAI makes no representations, warranties or promises to any person or party other than CLIENT. Section 3. Client Responsibilities 3.1 CLIENT shall immediately advise VAI of all documents and information known to CLIENT regarding existing and proposed conditions of the Site and shall promptly notify VAI of any new information CLIENT obtains. CLIENT acknowledges that VAI will rely upon the accuracy of such information without independent verification in planning and performing the Services and VAI shall be entitled to compensation for all extra work caused by or resulting from the failure of the information provided to accurately describe the Site conditions. CLIENT shall save, indemnify, defend and hold harmless VAI, and its officers, directors, shareholders, employees and agents, for all claims, damages, losses and related expenses,