HomeMy WebLinkAboutProfessional Service Agreement with CH2M HILL for Plant Operational Assistance;_.;. 0;,. AGREEMENT FOR PROFESSIONALSERVICES
This Agreement is by and between Operations Management International, Inc. (DMI) and the Client
identified below (collectively, the "Parties").
OMI's Office Address:
Client:
Client's Office Address
Project Name:
Project Location:
Client Project Number:
9193 S. Jamaica Street, Suite 400, Englewood, Colorado 80112
City of Meridian Idaho
660 E. Watertower, Suite 200 Meridian, ID 83642
Plant Operational Assistance
Meridian, Idaho
OMI Project
Number:
1 SCOPE OF SERVICES
OMI will perform the Scope of Scrvices set forth in
Attachment A.
2 COMPENSATION
Client will compensate OMI as set forth in
Attachment B. Work performed under this
AGREEMENT may be performed using labor from
affiliated companies of OMI. Such labor will be billed
to Client under the same billing terms applicable to
OMI's employees,
3' INVOICES AND TERMS OF PAYMENT
3.1 Unless otherwise agreed, to by the Parties in
Attachment B hereto, monthly invoices will be
issued by OMI for all Work performed under this
Agreement_
3.2 Invoices are due and payable on receipt. Interest
at a rate of 1-1/2 percent per month, or that
permitted by law if lesser, will be charged on all
past -due amounts starting 30 days after date of
invoice. Payments will first be credited to interest
and then to principal. In the event of a disputed
or contested billing, only that portion so
contested shall be withheld from payment, and
the undisputed portion shall be paid. Interest
shall accrue on any contested portion of the
billing and shall be payable immediately if the
contested billing is resolved in favor of OMI.
3.3 In the event of a disputed billing, only the
disputed portion will be withheld from payment,
and Client shall pay the undisputed portion.
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.
3.4 If Client fails to make payment in full within 30
days of the date due for any undisputed billing,
OMI may, after giving 7 days' written notice to
Client, suspend se.vices under this
AGREEMENT until paid in full, including interest.
In the event of suspension of services, OMI will
have no liability to.Client for delays or damages
caused by Client because of such suspension.
4 OBLIGATIONS OF OMI
4.1 Standard of Care
The standard of care applicable to OMI's services
will be the degree of skill and diligence normally
employed by professionals performing the same
or similar services at the time OMI's services are
performed.
4.2 Opinions of Cost, Financial Considerations,
and Schedules
In providing opinions of cost, financial analyses,
economic feasibility projections, and schedules
for the PROJECT, OMI has no control over cost
or price of labor and materia ls;'unknown or latent
conditions of existing equipment or structures
that may affect operation or maintenance costs;
competitive bidding procedures and market
conditions; time. or quality of performance by
operating personnel or third parties; and other
economic and operational factors that may
materially affect the ultimate PROJECT cost or
schedule. Therefore, OMI makes no warranty
that Client's actual PROJECT costs, financial
aspects, economic feasibility, or schedules will
not vary from OMI's opinions, analyses,
projections, or estimates.
If Client wishes greater assurance as to any
clement of PROJECT cost, feasibility, or
PROFESSIONAL SERVICES AGREEMENT- REV, 09/2006 PAGE 1 OF 13
schedule, Client will employ an independent cost
estimator, contractor, or other appropriate
advisor.
4.3 OMI's Insurance
OMI will maintain throughout this AGREEMENT
the following insurance`
Worker's compensation and employer's liability
insurance as required by the state where the
work is performed.
Comprehensive automobile and vehicle liability
.insurance covering claims for injuries to
members of the public and/or damages to
'property of others arising from use of motor
-vehicles, including onsite and, offsite operations,
and owned, non --owned, or hired vehicles, with
$1,000,000 combined single limits -
Commercial general liability insurance covering
claims' for injuries to members of the public or
.damage to property of others arising out of any
covered negligent act or omission of OMI or of
any of its employees, agents, or subcontractors,
with $1,000,000 per occurrence and in the ,
aggregate.
Client will be named as an additional insured with
respect to OMI's liabilities hereunder in insurance
coverages identified above (except with respect
to worker's compensation and employer's liability
insurance) and OMI waives subrogation against
Client as to said policies.
4.4 Warranties and Completion
4.4.1 OMI warrants that all materials and
equipment furnished under this Agreement
will be new, unless otherwise specified, of
good quality and free from defective
workmanship and materials. Warranties
shall commence on the date of Completion
as determined by OMI.
4.4.2 OMI will pass through to Client the warranty
extended by the manufacturer for all , -
products, equipment, systems or materials.
There are no warranties that extend beyond
the description on the face thereof.
4.4.3 All other warranties, express or implied,
including any warranty of
- merchantability and any warranty of
fitness for a particular purpose are
expressly disclaimed.
5 OBLIGATIONS OF Client
5.1 Client -Furnished Data
Client will provide to UMI all data in Client's
possession relating to CMI's services on the
PROJECT. OMI will reasonably rely upon the
accuracy, timeliness, and completeness of the
information provided by C;lierit-
5.2 Access to Facilities and Property
Client will make its facilities accessible to OMI as
required for OMI's performance of its services
and will provide labor and safety equipment as
required by OMI for such access. Client will
perform, at no cost to OMI, . such tests of
equipment; machinery, pipelines, and other
components of Client's facilities as may be
required in connection with OMI's services.
5.3 Operations Assistance and Services
Client authorizes OMI to operate, modify, inspect
and otherwise physically manipulate equipment,
furnishings, property and other elements
associated with the Work. Client authorizes OMI
to take such actions in these respects as OMI
considers necessary to meet the objectives of the
Work. OMI shall notify Client in writing of any
modifications made.
5.4 Advertisements, Permits, and. Access
Unless otherwise agreed to in the Scope of
Services, Client will obtain, arrange, and pay for
all advertisements for bids; permits and licenses
required by local, state, or federal authorities,
and land„ easements, rights-of-way, and access
necessary for OMI's services or PROJECT
construction.
5.5 Timely Review
Client will examine OMI's studies, reports,
sketches, drawings, specifications, proposals,
and other documents; obtain advice of an
attorney, insurance counselor, accountant,
auditor, bond -and financial advisors, and other
consultants as Client deems appropriate; and.
render in writing decisions required by Client in a
timely manner.
5.6 Prompt Notice
Client will- give- prompt written notice to OMI
whenever Client observes or becomes aware of
any development that affects the scope or timing
of OMI's Services, or of any defect in the work of
OMI.
5.7 Asbestos or Hazardous Substances
5.7.1 If asbestos or hazardous substances in any
form are encountered or suspected, OMI
will stop its own work in the affected
portions of the PROJECT to permit testing
and evaluation.
5.7.E If asbestos is suspected, OMI will, if
requested, manage the asbestos
remediation activities using a qualified
4/1/2000 MERIDIAN, 1DAI 10.- PROFESSIONAL SERVICES AGREEMENT
subcontractor at an additional fee and
contract terms to be negotiated.
5.7.3 If hazardous substances other than
asbestos are suspected, OMI will, if
requested, conduct tests to determine the
extent of the problem and will perform the
necessary studies and recommend the
necessary remedial measures at an
additional fee and contract terms to be
negotiated.
5.7.4 Client recognizes that OMI assumes no risk
and/or liability for a waste or hazardous
- waste site originated by other than OMI.
5.8 Client's Insurance.
5.8.1 Client will maintain property insurance on
.all pre-existing physical facilities associated
in any way with the PROJEC, T.
5.8.2 Client will provide for a waiver of
subrogation as to all Client -carried property
damage insurance, in favor of OMI, OMI's
officers, employees, affiliates, and
subcontractors.
s.9 Litigation Assistance
The Scope of Services does not include costs of
OMI :for required or requested assistance to
support, prepare, document, bring, defend, or
assist -in litigation undertaken or defended by
Client. All such Services required or requested of
OMI by Client, except for suits or claims between
the parties to this AGREEMENT, will be
reimbursed as mutually agreed.
5.10 Changes.
Client may request changes within the general
Scope of Services in this AGREEMENT. If such
changes affect OMI's cost of or time required for
performance of the services, an equitable
adjustment will be made through an amendment
to this AGREEMENT. All requested changes will
be made an in writing and are subject to
acceptance by OMI.
6 GENERAL LEGAL PROVISIONS
6.1 Authorization to proceed
Execution of this Agreement by Client will be
authorization for OMI to proceed with the work,
unless otherwise provided for in this Agreement.
6.2 Force Majeure
OMI is not responsible for damages or delay in
performance caused by acts of God, strikes,
lockouts, accidents, or other events beyond the
control of UMI. In any such event, OMI'S
contract price and schedule shall be equitably
adjusted.
6.3 Limitation of Liability
OMI's liability for Client's damages, in , the
aggregate, shall not exceed the total
compensation received by OMI from Client for
services provided under this Agreement. OMI's
liability to Client under this Agreement specifically
excludes any and all indirect or consequential
damages arising from the Work contemplated
under this Agreement. OMI shall not be liable for
fines or civil penalties, which may be imposed by
a regulatory agency, which are occasioned by
the provision of services under this Agreement -
The limitations of liability shall apply whether
OMI's liability arises under breach of contract or
warranty; tort, including negligence; strict liability;
statutory liability; or any other cause, except the
limitations shall, not apply to willful misconduct or
gross negligence. Said limitations shall apply to
OMI's officers, affiliated corporations, employees,
and subcontractors.
6.4 Indemnification
OMI shall indemnify and hold Client harmless
from any and all claims, damages, losses, and
expenses, including litigation costs and attorney's
fees, to the extent that such are due to the
negligent actions of OMI directly related to this
Work. Similarly, Client shall indemnify and hold
OMI harmless from any and all claims, damages,
losses, and expenses, including litigation costs
and attorney's fees, to the extent that such are
due to actions or inactions of Client directly
related to this Work. Client's indemnification of
OMI specifically extends to, but is not limited to,
the presence, discharge, release, or escape of
contaminants of any kind, excepting only such
liability as may arise out of the sole negligence of
OMI, and limited to the extent that OMI is
negligent in the performance of services under
this Agreement.
6.5 Consequential Damages
To the maximum extent permitted by law, OMI
and OMI's affiliated corporations, officers,
employees, and subcontractors shall not be liable
for Client's special, indirect, or consequential
damages, whether such damages arise out of
breach of contract or warranty, tort including
negligence, strict or statutory liability, or any
other cause of action. In order to protect OMI
against indirect liability or third -party
proceedings, Client will indemnify OMI for any
such damages.
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
6.6 Termination
For Cause: If, through any cause, OMI, its
officers, employees, or agents fails to fulfill in a
timely and proper manner its obligations under
this Agreement, violates any of the covenants,
agreements, or stipulations of this Agreement,
intentionally falsifies any record or document
required to be prepared under this Agreement,
engages in fraud, dishonesty, or any other act of
misconduct in the performance of this
Agreement, the Client may immediately terminate
this Agreement with notice to OMI. An
accounting pursuant to this Agreement can then
occur to assure that proper payments or credits
are accomplished.
Without Cause: If the Mayor and the City
Council determine that termination of this
Agreement is in the best interest of City, the
Client shall thereupon have the right to terminate
this Agreement by giving written notice to OMI of
such termination and specifying the effective date
thereof at least thirty (30) calendar days before
the effective date of such termination. The City
Council may also unanimously, without the
consent of the Mayor, terminate this Agreement
without cause subject these provisions.
OMI may also terminate this agreement at any
time by giving at least thirty (30) calendar days
notice to Client. If the termination is within a
calendar month the period of time shall extend to
the end of the month beyond the thirty days.
In the event of any termination of this Agreement,
all finished or unfinished documents, data, and
reports prepared by OMI. under this Agreement
shall, at the option of the Client, become the
Client's property, and OMI shall be entitled to
receive just and equitable compensation for any
work satisfactorily complete hereunder. This
shall include a pro -rated portion of the contract to
the end of the termination period. If termination
is for convenience, OMI shall be paid termination
expenses, such as, but not limited to,
reassignment of personnel, subcontract
termination costs, and related closeout costs.
Notwithstanding the above, OMI shall not be
relieved of liability to the Client for damages
sustained by the Client by virtue of any breach of
this Agreement by OMI. This provision shall.
survive the termination of this Agreement and
shall not relieve OMI of its liability to the Client for
damages
6.7 Severability and Survival
If any of the provisions contained in this
Agreement are held illegal, invalid or
unenforceable, the enforceability of the remaining
provisions shall not be impaired thereby.
Limitations of liability indemnities and other
express representations shall survive termination
of this Agreement.
6.8 No Conflict of Interest for Future Work
The Work performed by OMI under this
Agreement does not preclude OMI from
proposing on or providing such services to Client
in the future. Information and knowledge gained
by OMI in providing services under this contract
shall not constitute a uunflict of interest in
proposing on or providing full contract operations,
full contract maintenance, or full contract utility
management.
6.9 Jurisdiction
The law of the State where the Scope of Services
is being performed shall govern the validity of this
Agreement, its interpretation and performance,
and any other claims related to it.
6.10Third Party Beneficiaries and Scope of
Services .
This Agreement gives no rights or benefits to
anvone other than Client and OMI and has no
third party beneficiaries. The Work to be
performed for Client by OMI is defined solely by
this Agreement, and not by any other contract or
agreement that may be associated with the
Work.
6.11 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 within 60 days of close-out unless
agreed to otherwise. Exceptions to this clause
are items subjected to destructive testing or
samples with nominal intrinsic value, such as
samples of liquid, solid or gaseous materials that
are non -,hazardous. Client recognizes and
agrees that OMI is acting as a bailee and at no
time assumes title to said items, substances,
materials, or samples.
6.12Assignments
This is a bilateral personal services Agreement.
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,
4/1/2008 MFRIr)IAN, InAHO : PROFESSIONAL SFRVICES AGREEMENT
Any unauthorized assignment is void and
_ unenforceable. These conditions and the entire
Ayreernent are binding on the heirs, successors,
and assigns of the parties hereto.
-6.13 Dispute Resolution "
_ - The parties will use their best efforts. to resolve
amicably any dispute, including use of alternative
dispute resolution options.
6.14Confidentiality and Nondisclosure
To enable OMI and Client to conduct activities
related to the Scope of this Agreement, it may be
necessary for OMI to disclose proprietary or
.confidential information of Client. In that regard,
OMI and Client agrees, for a period of five (5)
years from the date of disclosure of information
identified .as proprietary or confidential, that OMI
will treat the information in strictest confidence
and will not disclose it to third parties unless the
information:
(a) Was part of the public domain when received
or becomes a part of the public domain through
no action or lack of action by OMI or Client.
(b) Prior to disclosure, was already in OMI or
Client's possession and not subject to an
obligation of confidence imposed in another
relationship.
(c) Subsequent to disclosure, is obtained from a
third party Who is lawfully in possession of the
information and not subject to a contractual
relationship with OMI or Client with respect to the
information.
IN WITNESS WHEREOF, the parties execute below:
TNI
6.15 Ownership of Work Products and Intellectual
Property,.
All of the Work products of OMI in executing this
Project (including all the .fights related to such
Work Products) shall be the sole property of OMI,
subject to the rights of the Client, as the case
may be. All reports, data, information,
documents, specifications, flow -charts,
discoveries, know-how, inventions, processes,
firmware, computer software, source and object
code, and software documentation as well.,as any
resulting intellectual property, including but not
limited -to, invention disclosures, provisional
patent applications, regular patent applications,
patents, trade secrets, proprietary information,
copyrights, trademarks, .service marks, domain
names, trade dress, and moral rights developed
during the course of;. or as a -result of, the Project
shall be the sole property of OMI, subject to the
rights of the Client, as the case may be.
7 ATTACHMENTS, SCHEDULES, AND
SIGNATURES
This AGREEMENT, including. its attachments
and schedules, constitutes the entire
,AGREEMENT, supersedes all ' prior written or
oral understandings, ,and may only be changed
by a written amendment executed by both
parties. The following attachments and
schedules are hereby made a part of this
AGREEMENT:.
Attachment A --Scope of Services
Attachment B --Compensation
Approved for Client (Print and sign name) . Approved for OMI (Print and sign name)
Na Name Roger B. Qua le
Title
,- a v
Date �`,1lyillllili!!!!,.
Title Sr. Vice President
Date C!`i III /,;�-r' ce ----
i � 4
a(\
C, LR14
BILL
f
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
Description of Scope of Services:
_ - OMI will provide qualified onsite personnel for the provision 'of temporary management
services on an interim basis for the Wastewater Operations and Maintenance Divisions to
provide leadership to staff, plan and prioritize assignments, :and oversee the day-to-day
operation of the City of Meridian, Idaho Wastewater Operations and Maintenance Divisions.
OMI's Acting Wastewater Operations and Maintenance Plant Manager will provide day-to-
day direction, advice and recommendations for operations, process, and regulatory issues
as they arise, OMI'S Acting Manager shall also review SOPS, assess current processes and
operations, interview staff to ensure operational knowledge,. review permits and make
process recommendations related to compliance, provide training as needed, and develop
corrective action strategies, action plans, and/or other work plans or documents as needed
or directed by CLIENT and agreed to by Consultant.
Term:
The term of this temporary management support shall be for a period of up to one (1)
month, commencing April 2, 2008. The term may be extended upon the mutual written
agreement of the parties up to six (6) months. The Client may at their sole discretion
discontinue this Task Authorization at any time during the first (1) month period with ten (10)
calendar days notice.
Project Staffing:
OMI will provide the equivalent of one (1) full time, onsite Acting Wastewater Operations and
Maintenance Plant Manager. OMI's acting management staff will work closely with Client
staff to focus on managing normal routine activities, address the objectives of the
performance audit, assist in maintaining compliance, reliability, and efficient delivery of
wastewater treatment services -to the Client.
Scope Tasks:
1. Chartering Session
Chartering session will be held with the Client., OMI Manager shall attend. chartering
session. Chartering session will be held at the Public Works Building. CITY shall
provide materials for the chartering session.
4/1%2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT'- REV. 04
Deliverables: Meeting notes (provided. electronically).
2. Plant Manager: Wastewater Operations and Maintenance
OMI shall provide one staff individual to fulfill the duties of the Project Manager for
the Wastewater Operations and Maintenance Divisions on an interim basis for up to
seven (7) months, including the extension term. It is anticipated that the OMI's staff
will be responsible for the day to day management duties and will work with Client
staff.to operate the facility.
Beginning on the contract start date, the OMI management team will familiarize
themselves with operations and maintenance, helping -to ensure that the facilities
provide uninterrupted and efficient service to the community while meeting regulatory
objectives and compliance. Through this process, OMI also will identify opportunities
to implement changes identified in the previous performance audit that can improve
operations. OMI acting. staff will work with Client operations staff to optimize and
sustain the overall process. Any suggested modifications to the .operations will be
handled as out of scope agreement is not included within the services of this.
Agreement.
In the operation of any utility, OMI has three (3) primary goals:
❑ Adhere to established City regulations and rules, in order to assist providing
employees and visitors a safe work environment
❑ Maintain full compliance with all local, state, and (where applicable) federal
regulations
❑ Maintain a culture of continuous improvement in operational efficiency
Assigned OMI staff will provide supervision and oversight of the treatment facilities
forty (40) hours per week at a schedule to be determined by the,"CLIENT and
mutually agreed to by the Consultant during the term of this project, and. assist Client
staff in maintaining the optimum level of efficiency in accordance with all applicable
permits, regulations, and ordinances. To this end, OMI will employ.;a systematic
approach that involves:
Meeting with key Client staff to review and confirm OMI's scope of
services, We propose that the OMI team meet with the Client project team
leads immediately upon commencing this assignment to review and confirm
the Client's objectives, communications, and priorities through this transition
period. A project familiarization meeting will be held along with weekly
senior project management status meeting updates which will be used to
guide the parties. throughout the full term of our assignment. We also
prupuse to continue with the. Client's currently established meeting .
schedule to ensure that OMI always remain in open communications with
each other: By taking this approach, all parties involved will clearly
understand their respective roles, lines of communication., functional
protocols, performance obligations, 'responsibilities, and . objectives. The
Client will remain fully engaged and informed as to all of our activities
onsite.
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
IL Review pertinent records. and data to establish a baseline of performance
and gain an understanding of the facility's process strengths.:as well as its
limitations.
OMI will hold periodic team staff meetings to' identify opportunities for
improvement and then apply suitable suggestions.
iv. Assist the Client in determining best direction to provide future
management oversight. Assess strengths and training needs of
supervisory staff.
V. OMI understands the complexity of day-to-day operations and management
of wastewater treatment facilities. As such, OMI will be flexible in the type of
management oversight and operations assistance OMI will provide and
-adapt to the needs of the Client and facility as they arise during this
temporary support agreement.
vi. OMI will make recommendations to Client to bring .in additional CH21V! HILL
OMI resources for the purpose of reviewing different. work areas or training
staff. This service will be presented -to the Client as an out--of-scope and, is
not included in this scope of service for Management oversight.
The OMI shall not be responsible for the following:
OMI and OMI's personnel have no authority to .exercise any control over CITY
employees, CITY's third party contractors, or other consultants under contract with
CITY in connection with their work.
By performing -this project, OMI shall not be precluded from pursuing or obtaining
work on any other CITY projects and the performance of the task order shall not
cause any conflict of interest with other current CITY projects or potential projects
OMI shall have no liability whatsoever for any contracts or modifications to any
contracts signed by city. The performance of the scope of work'shall be limited to
assisting CITY and not having any fiduciary duty toward the CITY or any agency
relationship.
Deliverable: Weekly Timesheets (provided electronically).
3. Task Management
This task allows for the management of the team'necessary to complete the overall
Task Authorization requested by the CITY. Items included under this task are:
project set-up, billing, and preparation of progress reports.
Deliverables: progress letters; invoices,
Management Fee:
OMI will provide the operating support and management services outlined above per Exhibit
A; attached.
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
For purposes of this scope of services, "full time" means five days per week, eight hours per
day. Up to 40hours per week will be available for time spent traveling to and from Meridian
(every week) if required of the management team.
Associated expenses include airfare, lodging, meals, phone, transportation, and
miscellaneous employee expenses associated with the temporary assignment related to the
services to be provided shall be invoiced per the terms of the Agreement.
Additional Terms
OMI shall not be required to provide a performance bond for the services
outlined herein.
2. OMI shall provide the management services detailed above. These services shall
include monitoring and documenting the performance of the Client's operations
employees, relaying information about Client's employees to Client, and providing_
any operations efficiencies suggestions to Client- for consideration
for implementation. OMI is not responsible for evaluating', disciplining, hiring,
terminating, promoting, transferring, or taking any other personnel action regarding
Client's employees.
3. OMI shall . provide general input to Client to be used in their discipline of
employees. OMI shall not directly discipline any Client employees, nor shall OMI be
responsible for making the decision to discipline any of Client's employees.
4, Each OMI employee shall perform such services as an independent supplier and
not as an employee or agent of Client. As such, OMI employees shall not be entitled
to nor shall they claim any benefits or rights accorded to employees of -Client. OMI
will be under the general supervision of a designated Client Representative for
oversight of compliance with the terms of this Agreement. OMI shall be solely
responsible for all employer obligations including, but not limited to, provision of
employee benefits and compliance with state and federal laws including the Fair
Labor Standards Act for their employees. The fact that OMI. supervisory employees
may provide direct or indirect supervision of Client's employees shall not alter the
employment relationship for purposes of workers compensation and unemployment
compensation. Under no circumstances are employees of OMI to be coribidered the
Client's employees, loaned employees or borrowed servants and vice versa.
5. The Client shall provide all licenses and insurance for Client supplied vehicles and
equipment used in connection with the project. OMI may utilize those Client supplied
vehicles and equipment as" per the Client's Vehicle Use Policy, contained within the
Client's Personnel Procedures & Rules.
6. Client will provide to OMI all data in Client's possession relating to the project. OMI
will reasonably rely upon the accuracy and completeness of the information provided
by the Client.
7. Client will provide to OMI their employees for the performance of the services and
suitable office space, telephone, mobile phone and long distance service, computer
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
ts
access, e-mail, . internet and office supplies -to enable them to carry out their
responsibilities.
8. OMI shall provide to their employees cell phones and laptops for performance of
their services.
9. Each Client employee shall perform such.services as an employee of Client and
not as an employee or agent of OMI. As such, Client employees shall not be entitled
to nor shall they claim any benefits or rights accorded to employees of OMI. Client
shall be solely responsible for all Employer Obligations (as defined in item 10 below)
including, but not limited to, provision of employee benefits_ and compliance
With state arid federal laws for their employees.
10. Client.will be solely responsible for all Employer Obligations with respect to Client
personnel and Client employees. "Employer Obligations" as used in this Agreement
means all obligations of any kind imposed customarily or by law or -agreement on
persons acting in the capacity of an employer in relation to persons acting in the
capacity of an employee. These include, without limitation: (a) -responsibility for
hiring, assigning, compensating and terminating Client personnel and Client
employees; (b). withholding and paying taxes; (c) verification of employment
eligibility; (d) providing workers' compensation insurance and complying with all
applicable workers compensation laws; (e) compliance with all federal and state laws
(both common and statutory) and regulations relating to employment and the rights
of Client personnel and Client employee(s); and all record keeping requirements.
11. Client hereby agrees to indemnify and hold OMI, its directors, officers, agents and
employees, harmless from all claims, charges, demands, complaints, damages,
losses or liability of any kind (including attorney's fees and reasonable expenses)
(collectively, "Liabilities") that arise from orrelatein any way to:
11.1 Client's or Client employees' negligent failure to perform under this
Agreement,
11.2 any Client employee's negligent assignment or negligent performance of
an assignment under this Agreement to the extent that an underlying claim
does not involve negligence on the part of OMI;
11.3 patent, trademark,. trade secret or copyright infringement by Client or its
suhcnntractors:
11.4 claims for wages and overtime pay arising under the Employment
Standards Act or any other federal, or local labor or wage -hour laws, workers'
compensation or unemployment compensation for services performed under
this Agreement;
11.5 claims by Client's employees, current and former, ' alleging entitlement to
OMI's pension, health and welfare, profit sharing, and other benefit plans,
employment-related claims, charges and demands alleged against OMI by
Client's employees, current or former, or any applicant for employment with
Client as related to the services provided under this Agreement.
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
11.6 Client.shall indemnify OMI for all fines, civil penalties or civil actions, which
may be imposed by a regulatory agency for violations of the effluent quality
requirements specified .by governing regulatory authorities for actions prior to
the effective date of this Agreement and after -the effective date of this
Agreement unless due to the negligent direction of OMI or UMI employees ,
or caused by a factor related to the capacity and capability of the plant..
12. Nothing herein contained shall be construed to imply a joint venture, partnership,
principal -agent, or co -employer relationship between Client and OMI, and neither
party shall have the right, power or authority to obligate or bind the other in any
manner whatsoever, except as otherwise agreed to in writing. Additionally, nothing
herein should imply or be construed to create any employment. -relationship between
Client and any OMI employee or between any Client employee and OMI.
13. CH2M HILL OMI may terminate this Agreement for its convenience, without penalty,
upon -the occurrence of any of the following events:
13.1.1 Client not implementing suggested OMI recommendations for safety or
compliance items.
13.1.2 Client's failure to take remedial action requested by OMI regarding conditions
of employment pertaining to OMI employees. For example, in the event that
OMI were to advise Client that Client's employee was sexually harassing
OMI's employee, Client's failure to take prompt and effective corrective
measures against, Client's employee is cause for the termination of the
Agreement.
13.1.3 Client riot implementing suggested OMI recommendations for vulnerability
situations, safety, or compliance matters that OMI reasonably determines
may cause Client and/or OMI to violate any applicable regulation, laws, codes
or permits.
4/1/2008 MERIDIAN,. IDAHO: PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT B — COMPENSATION
Compensation by Client to OMI for the first month of this service will be as follows:
A. COST REIMBURSABLE -MULTIPLIER (TIME AND EXPENSE)
For services enumerated in ARTICLE 1, see below:
CH2M HILL OMI will provide the operating support and management services
outlined above for the following fees:
Description
Hourly
Rate
Hours
Per
month
Estimated
Monthly
Cost
Acting Plant Manager
43.26
173:33_
$7,106
Travel Air
$1,584
Lodging
$2,610
Meals
$1,885
Auto Rental
$1,698
CH2M HILL Operations Management and
Admin Support
;$2,979
TOTAL ESTIMATED COST
$17,862
In addition to the above service, CH2M HILL OMI will provide a Senior Technical Advisor
for the areas of Process Control, Maintenance, Laboratory, or Quality Training for a
period of 4 days. This additional specialized service is not included in the above monthly
cost and will be invoiced at a rate of Four Thousand Seven Hundred Thirty Three Dollars
($4,733) per occurrence. CH2M 'HILL OMI will make .recommendations to the Client for
these services and must receive approval from the Client for these services 7 days before
arriving'on site.
If the Client requests CH2M HILL OMI to continue the above outlined scope of service
after the first thirty days (30 days), estimated rates will be adjusted to reflect the costs
proposed for the remaining months of the agreement up to a total of six (6) months.
B. BUDGET
A budgetary amount of Seventeen Thousand Eight Hundred Sixty Two Dollars ($17,862),
excluding taxes, is hereby established for services in ARTICLE 1. OMI will make
reasonable efforts to complete the work within the budget and will keep Client informed of
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT
progress toward that end so that the budget or work effort can be adjusted if found
necessary.
OMI is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor
is Client obligated to pay OMI beyond these limits.
When any budget has been increased, OMI's excess costs expended prior to such
increase will be allowable to the same extent as if such costs had been incurred after the
approved increase.
C. DEFINITIONS
DIRECT SALARIES
Direct Salaries are the amount of wages or salaries paid OMI's employees for work
directly performed on the PROJECT, exclusive of all payroll -related taxes, payments,
premiums; and benefits.
SALAY COSTS
Salary Costs are the amount of wages or salaries paid OMI's employees for work directly
performed on the PROJECT plus a percentage applied to all such wages or salaries to
coverall payroll -related taxes, payment, premiums, and benefits.
DIRECT EXPENSES
Direct Expenses are those necessary costs and charges incurred for the PROJECT
including, but not limited to: (1) the direct costs of transportation, meals and lodging, mail,
special Client approved PROJFCT specific insurance, letters of credit, bonds, and
equipment and supplies; (2) OMI's current standard rate charges for direct use of OMI's
vehicles, laboratory test and analysis, printing and reproduction services, and certain field
equipment; and (3) OMI's standard project charges for computing. systems, special health
and safety requirements of OSHA, and telecommunications services.
4/1/2008 MERIDIAN, IDAHO: PROFESSIONAL SERVICES AGREEMENT