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HomeMy WebLinkAboutProfessional Service Agreement with CH2M Hill for NPDES Permit CH2MHILL STANDARD AGREEMENT FOR PROFESSIONAL SERVICES CH2M HILL's Office Address: 322 E. Front Street. Suite 200, Boise, ID 83702 Project Name: Miscellaneous NPDES Permit Assistance CH2M HILL Project: To be determined Client: Meridian Idaho, City of Address: 33 East Idaho Avenue, Meridian, Idaho 83642 CLIENT requests and authorizes CH2M HILL to perform the following services: mill Provide professional engineering services and miscellaneous assistance to the City of Meridian, Idaho regarding the City's NPDES permit for their wastewater treatment plant. ~ by CLIENT to CH2M HILL will be on the basis of: time and materials not to exceed $25,000 unless an amendment to this Agreement is executed by both parties. ~ Services covered by this AGREEMENT will be performed in accordance with the Provisions and any attachments or schedules. This AGREEMENT supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. Name (printed) CH2M HILL.INC~ .~. Signature .~ .... /)'\ "It k "Bel "^" eN CLIENT: Signature Title V f ~ ~'" ~~IlJ't?- .~2 h~ FORM 124 REVISED: 7/97 Authorization to Proceed Execution of this AGREEMENT by CLIENT will be authorization for CH2M HILL to proceed with the services, unless otherwise provided for in this AGREEMENT. Salary Costs CH2M HILL's Salary Costs, when the basis of compensation, are the amount of wages or salaries paid CH2M HILL employees for work directly performed on the Project plus a percentage applied to all such wages or salaries to cover all payroll-related taxes, payments, premiums, and benefits. Per Diem Rates CH2M HILL's Per Diem Rates, when the basis of compensation, are those hourly or daily rates charged for work performed on the Project by CH2M HILL employees of the indicated classifications. These rates are contained in the COMPENSATION section on page 1 and are subject to annual calendar year adjustments, Affiliated Companies Work performed under this AGREEMENT may be performed using labor from affiliated companies of ENGINEER. Such Jabor will be billed to OWNER under the same billing terms applicable to ENGINEER's employees, Subcontracts and Direct Expenses When SERVICES are performed on a cost reimbursement basis, a markup of zero percent will be applied to subcontracts and outside services and a markup of zero percent will be applied to Direct Expenses. For purposes of this AGREEMENT, Direct Expenses are defined to include those necessary costs and charges incurred for the Project including, but not limited to: (1) the direct costs of transportation, meals, lodging, mail, shipping, equipment and supplies; (2) CH2M HILL's current standard rate charges for direct use of CH2M HILL's vehicles, laboratory test and analysis, printing and reproduction services, and certain field equipment; and (3) CH2M HILL's standard project charges for computing systems, special health and safety requirements of OSHA, and telecommunications servi ces. All sales, use, value added, business transfer, gross receipts, or other similar taxes will be added to CH2M HILL's compensation when invoicing CLIENT. Cost Opinions Any cost opinions or Project economic evaluations provided by CH2M HILL will be on a basis of experience and judgment, but, since CH2M HILL has no control over market conditions or bidding procedures, CH2M HILL cannot warrant that bids, ultimate construction cost, or Project economics will not vary from these opinions. Standard of Care The standard of care applicable to CH2M HILL's services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time CH2M HILL's services are performed. CH2M HILL will reperform any selVices not meeting this standard without additional com pensation. Termination This AGREEMENT may be terminated for convenience on 30 days' written notice or if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance within 5 days of written notice and diligently complete the correction thereafter. On. termination, CH2M HILL will be paid for all authorized work performed up to the termination date plus termination expenses, such as, butnot limHed to, reassignment of personnel, subcontract termination costs, and related closeout costs. Payment to CH2M HILL Monthly invoices will be issued by CH2M HILL for all SelVices performed under this AGREEMENT. CLIENT shall pay each invoice within 30 days. Interest at a rate of 1-1/2 percent per month will be charged on all past-due amounts. In the event of a disputed billing, only that disputed portion will be withheld from payment, and the undisputed portion will be paid, FORM124 REVISED: 7/97 1. 2. 3. 4. 5. 6. 7. 8. 9. PROVISIONS CLIENT will exercise reasonableness in disputing any bill or portion thereof. No interest will accrue on any disputed portion of the billing until mutually resolved. 10. Um itation of Liability CH2M HILL's liability for CLIENT's damages will, in the aggregate, not exceed the agreement amount. This Provision takes precedence over any confllcting Provision of this AGREEMENT or any document incorporated into it or referenced by it. This limitation of liability will apply whether CH2M HILL's liability arises under breach of contract or warranty; tort, including negligence; strict liability; statutory liability; or any other cause of action, and shall include CH2M HILL's officers, affiliated corporations, employees, and subcontractors. 11. Severability and Survival If any of the provisions contained in this AGREEMENT are held illegal, invalid or unenforceable, the other provisions shall remain in full effect. Limitations of liability shall survive termination of this AGREEMENT for any cause. 12. No Third Party Beneficiaries This AGREEMENT gives no rights or benefits to anyone other than CLIENT and CH2M HILL and has no third party beneficiaries except as provided in paragraph 10. 13. Materials and Samples Any items, substances, materials, or samples removed from the Project site for testing, analysis, or other evaluation will be returned to the Project site unless agreed to otherwise. CLIENT recognizes and agrees that CH2M HILL is acting as a bailee and at no time assumes title to said items, substances, materials, or samples. CLIENT recognizes that CH2M HILL assumes no risk andlor liability for a waste or hazardous waste site originated by other than CH2M HILL. 14. Assignments Neither party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this AGREEMENT, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. 15. Integration This AGREEMENT incorporates all previous communications and negotiations and constitutes the entire agreement of the parties. If CLIENT issues a Purchase Order in conjunction with performance of the Services, general or standard terms and conditions on the Purchase Order do not apply to this AGREEMENT. 16. Force Majeure If performance of the Services is affected by causes beyond CH2M HILL's reasonable control, project schedule and compensation shall be equitably adjusted. 17. Dispute Resolution The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution options. 18. Changes Client may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CH2M HILL's cost of or time required for performance of the services. an equitable adjustment will be made through an amendment to this AGREEMENT. , ., 2