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Home My WebLink AboutC08-021CH2MHILL STANDARD AGREEMENT FOR PROFESSIONAL SERVICES CH2M HILL, Inc. 6161 S. Syracuse Way, Suite 100, Greenwood Village, CO 80111 Tele:303-706-0990 Fas:303-706-1861 Project Name: Master Professional Services CH2M HILL, Inc. Project No. EAGLE-001 A Bement Client Name Address & Contact: Eagle County Colorado Attention Accounts Payable PO Box 850 Eagle, Colorado 81631 Scott Lingle Bill Tele: 970.328.3581 Fax: 970.328.3599 a-mail: scott.lin le ea lecoun .us CLIENT requests and authorizes CH2M HILL, Inc. to perform the following services: Scope: Effective Date: All work performed will be based on signed Statement of Work documents. Both parties must approve individual statements of work. October 1, 2007 through September 30, 2008 Compensation by the CLIENT to CH2M HILL, Inc. to be on the basis of Standard rates (Business hours: Sam - Spm Monday through Friday): $105.00/hr for Desktop Support (Off-peak hours: $157.50/hr) $125.00/hr for Server, Local Area Network Support (Off-peak hours: $187.50/hr) $150.00/hr for WAN, Network, Software Development, Design and Support. (Off-peak hours: $225.00/hr) Helpdesk calls will be billed in 15-minute increments with a 15-minute minimum. On site technician calls are 1-hour minimum plus one way drive time and are billed based u on customer si ed work orders. Services covered under this AGREEMENT will be performed in accordance with the attached PROVISIONS and any additional attachments or schedules. This AGREEMENT supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. Approved: CL '~., By. _ Title: ~0.~ Date: `-~, , ~~ ~--~ Accepted: CH2M HILL, Inc. By: _ Title: ~~.~ U~' Date: ~~ /~_ ®' Revised: 9/07 1 Of 5 PROVISIONS Agreement Documents. This AGREEMENT between CH2M HILL, Inc. ("CH2M HILL") and CLIENT may comprise more than one document, including, but not limited to, the Credit Application and AGREEMENT, any credit authorization letter, Purchase Order(s) (written or oral), invoice(s), Packing Slip(s) and/or Standard AGREEMENT for Professional Services (the "AGREEMENT. Acceptance by CLIENT of goods from CH2M HILL constitutes reconfirmation by CLIENT of all terms, conditions, representations and warranties contained in the AGREEMENT. No right that CH2M HILL or CLIENT has regarding the AGREEMENT may be waived or modified unless approved in writing by an officer of CH2M HII,L and an authorized representative of CLIENT. 2. Authorization to Proceed. Authorization for CH2M HILL to proceed with the work, will be given by work orders issued under this AGREEMENT. The work orders will specify the scope of the particular assignment along with estimated hours and expenses. 3. 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's employees of the indicated classifications. These rates are subject to periodic adjustments, provided, however, that any such adjustment must first be mutally agreed to in writing by the parties. -Periodic adjustments may include all allowances for salary, overheads and profits, but do not include allowances for Direct Expenses. 9. Purchase Money Security Interest. until CLIENT fully satisfies all its obligations to CH2M HII,L, under the AGREEMENT, CH2M HILL retains and CLIENT hereby grants to CH2M HII,L a purchase money security interest in all CH2M HILL services, goods heretofore or hereafter sold by CH2M HILL to CLIENT, as well as all proceeds therefrom, CLIENT shall execute and file and/or permit CH2M HILL to file such financing statements as CH2M HILL shall reasonably request. CLIENT represents and warrants that no other liens or secured interests exist in said goods or the proceeds therefrom. If such liens or secured interests do exist, CLIENT will provide CH2M HILL with written notice of the same. 10. Breach or Default. If either party ,the CLIENT or CHZM HII.L breaches this AGREEMENT or defaults in satisfying any of its obligations under this AGREEMENT, including making payment to CH2M HILL when due, the breaching party shall pay all reasonable costs of collection or other enforcement of the AGREEMENT. Such costs include, without limitation: reasonable attorney's fees, collection agency fees, court costs, and any other fees incidental thereto, whether or not a lawsuit is commenced. CLIENT must be notified of a default from CHZM HILL and shall have 5 days to cure such default. This AGREEMENT shall be construed in accordance with the laws of the State of Colorado and of the United States. The parties stipulate that the preferred forum, venue and court for any legal action taken with regard to this AGREEMENT shall be in the District Court for Eagle County and waive rights to jury trial regarding any issues under this AGREEMENT. 4. Direct Ezpenses. CH2M HILL's Direct Expenses are those necessary costs and charges incurred for the PROJECT including, but not limited to: (1) the direct costs of transportation, mail, subcontracts and outside services; special CLIENT approved PROJECT specific costs of insurance, letters of credit, bonds, and equipment and supplies; (2) CH2M HILL's standard rates include charges for direct use of CH2M HILL's computing systems, word processing, printing and reproduction service, and certain field equipment. When compensation is on acost-reimbursable basis, a service charge of 10 percent shall be added to Direct Expenses. CLIENT'S prior authorization is required for any Direct Expense estimated to exceed US $500. 11. Return Merchandise Authorization (RMA). CL>ENT desiring to return products must fast obtain an RMA number from CH2M HILL. CH2M HILL will repair or replace the returned merchandise only in accordance with the tents of CH2M HILL Managed Services, RMA Policies/Procedures and applicable warranty provisions. Under no circumstances will CH2M HILL provide a cash refund. If repair or replacement is not appropriate, CH2M HILL will issue a credit memo to be used for future purchase from CH2M HILL. CH2M HILL will make every effort to exchange returned defective merchandise within twenty-fow hours. In order to provide this service to its customers, CH2M HILL reserves the right to substitute previously returned and reconditioned product for new product on any returns received by CH2M HILL. 5. Cost Opinions. Any cost opinions or PROJECT economic evaluations provided by CH2M HILL will be on a basis of experience and judgment. Since it has no control over market conditions or bidding procedures, CH2M HILL cannot warrant that bids, ultimate 12. cost, or PROJECT economics will not vary from these opinions. 6. Termination. Unless otherwise stated, this AGREEMENT may be terminated for any reason upon 30 days written notice. On termination, CH2M HILL will be paid for all authorized work satisfactorily performed up to the termination date.. If no notice of termination is given, relationships and obligations created by this AGREEMENT, except Articles 8 through 13 and 26 will be terminated upon completion of all applicable requirements of this AGREEMENT. 7. Payment to CH2M HILL. Invoices will be issued monthly by CH2M HILL for all work performed under this AGREEMENT. invoices are due and payable in thirty days from the date of receipt thereof by CLIENT. All applicable sales, use, value added, business transfer, gross receipts, or similar taxes will be invoiced by CH2M HILL and paid by CLIENT. [n the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. CLIENT will exercise reasonableness in contesting any bill or portion thereof. 8. Volume Pricing CH2M HILL will .recognize any volume discounts stated within this AGREEMENT for the term of this AGREEMENT. Should the CLIENT fall below the agreed volume minimum, list pricing will be applied to all services. Non-Interference. During the term of this AGREEMENT and for two (2) years thereafter, CLIENT shall not solicit, employ, retain as a consultant, interfere with, entice away or persuade directly or indirectly, any employee or any individual who is or has agreed to be employed or retained as a consultant by CH2M HILL. Notwithstanding the above paragraph, in this Section 11, if at any time CLIENT wishes to hire such CH2M HILL employee, CLIENT may request that CH2M HILL release the CH2M HILL employee from his/her employment agreement with CH2M HILL to allow CLIENT to employ or engage the services of the CH2M HILL employee, either directly or indirectly. CLIENT acknowledges and agrees that CH2M HILL, in its sole and absolute discretion, has the right to accept or refuse CLIENT's request to employ or engage the services of any CH2M HILL employee supplied by CH2M HILL to CLIENT. If CH2M HILL has accepted CLIENT'S request to employ a CH2M HILL employee, either directly or indirectly, CLIENT shall pay CH2M HILL, as liquidated damages, and amount equal to 100% of the employee's first year's compensation, including commissions, bonuses and the like, with CLIENT. 13. Intellectual Property Rights; Infringement. CLIENT agrees that CH2M HILL will be the sole and exclusive owner of all patentable and/or copyrightable rights, title and interest in all ideas, concepts, inventions, expressions, information, material and works of authorship, whether written, pictorial, audio, video, digital, electronic, or otherwise, regardless of the location, possession, form or physical embodiment, including, without limitation, plans, programs, Revised: 9/07 2 of 5 programming code, systems, work notes, drafts, specifications, analyses, data, surveys, print copy, preliminary outlines, letters, invoices, proposals, databases, and reports (excluding developments, modifications, and improvements to existing work and products, services and confidential information of CLIENT), not uniquely prepared in connection with this AGREEMENT and the performance of the Services, whether conceived or made by CH2M HII,L alone or with others (collectively, the "CH2M HILL Work"). CH2M HILL grants to CLIENT pursuant to the terms and conditions of this AGREEMENT, a perpetual, nonexclusive, nontransferable royalty Time license to use the CH2M HILL Work developed or created by CH2M HILL for CLIENT under this AGREEMENT ("Client Specific New Work"). CLIENT shall not without CHZM HILL's written approval have the right to transfer, sell or sublicense any of the CLIENT Specific New Work, except to an affiliate or subsidiary company, and except as expressly allowed in this AGREEMENT. Such approval shall not be unreasonably denied or delayed. Upon the termination of this AGREEMENT for any reason except breach or default by CLIENT, CH2M HILL promptly shall deliver or cause to be delivered to CLIENT all Client Specific New Work, in a format acceptable to Client, all physical embodiments of the CLIENT Specific New Work in the possession or control of CH2M HILL or in the control of any third party retained by or at the instance of CH2M HII.L. 14. Confidentiality. All information provided by CLIENT to CH2M HILL and identified in writing at the time of disclosure or within (10) days after oral disclosure as "Confidential" or "Proprietar}~' shall be treated as confidential by CH2M HILL during the term of this AGREEMENT. Such information shall not be disclosed by CH2M-MS to third parties or used by CH2M HILL other than for purposes contemplated in this AGREEMENT without the prior written consent of CLIENT unless such information is: a. public knowledge or prior to the disclosure becomes public knowledge other than disclosure by the r~ipient; b. in the possession of the recipient with full rights of disclosure prior to receiving the information from the disclosing Pasty; or c. received by the Recipient from a thud party having the full right to disclose such information. This prohibition shall likewise apply to information developed by CH2M HILL, in the course of providing services under the AGREEMENT or any work order. d. if CH2M HILL becomes compelled to disclose any Confidential Information of CLIENT and/or its licensors pursuant to applicable laws, rules or regulations, or pursuant to rules and regulations of any stock exchange or stock association on which securities of CH2M HILL may be traded from time to time (collectively, the "Requirements"), CH2M HILL shall provide CLIENT with prompt notice of any such Requirements and shall cooperate with CLIENT, at CLIENTs sole expense, in seeking to obtain any protective orders or other arrangement pursuant to which the confidentiality of the Confidential Information is preserved. If such an order or arrangement is not obtained, CH2M HII,L shall disclose only that portion of the Confidential Information as is required pursuant to such Requirements. Any such required disclosure shall not, in and of itself; change the status of the disclosed information as Confidential Information under the temrs of this AGREEMENT. The provisions of this Section shall survive the termination of this AGREEMENT. 15. Equal Employment Opportunity. CLIENT acknowledges that CH2M HILL is an equal employment opportunity employer and agrees that it shall not harass, discriminate against or retaliate against any consultant because of his or her race, national origin, age, sex, disability, marital status or other category protected by law, nor shall CLIENT cause or request CH2M HII,L to engage in such discrimination. Furthermore, CLIENT acknowledges that it shall take all reasonable steps necessary to prevent the discrimination, sexual harassment or violation of any other legal obligation of any consultants within Client's work environment. CLIENT agrees to immediately notify CH2M HILL in writing of any complaints tendered by the consultant related to work conditions or any complaints filed about the consultant related to work conditions, including, but not limited to, potential legal or ethical violations. 16. Compliance with Laws and Regulations. CLIENT and CH2M HIL L, shall at all times comply with all applicable federal, state and local laws, rules and regulations. 17. Severabllity 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 for any cause. 1s. No Third Party Benet3ciaries. This AGREEMENT gives no rights or benefits to anyone other than CLIENT and CH2M HII.L and has no third-party beneficiaries. Services are defined solely by this AGREEMENT, and not by any other contract or agreement. 19. Llabillty. To the maximum extent permitted by law, CH2M HIL.L's liability for CLIENT damages will, in the aggregate, not exceed the gross charges for the projector $100,000.00, whichever is less. a. As used herein, CH2M HILL includes any affiliated corporation, subcontractors, or any of its or their officers or employees. b. CLIENT waives all claims against CH2M HILL, including those for latent defects that are not brought within one (1) year of the final payment to CH2M HILL. c. Except as provided by Section 33 herein, CH2M HILL, its affiliated corporations, officers, employees, or any of its subcontractors shall not be liable for any incidental, indirect, special, punitive, economic or consequential damages, including but not limited to loss of revenue or profits, suffered or incurred by CLIENT or any of its agents, including other contractors engaged at the project site, as a result of this AGREEMENT or CHZM HII.L's performance or non-performance of services pursuant to this AGREEMENT. d. Limitations of liability provided herein will apply whether CH2M HII.L's liability arises under breach of contract or warranty; tort, including negligence; strict liability; statutory liability; or any other cause of action. e. This Provision takes precedence over any conflicting Provision of this AGREEMENT or any document incorporated into it or referenced by it. 20. Assignments. This is a bilateral services AGREEMENT. Neither party shall have the power to or will assign any if 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. Such assignment shall not be unreasonably denied or delayed. Any unauthorized assignment is void and unenforceable. These conditions and the entire AGREEMENT are binding on the heirs, successors, and assigns of the parties hereto. 21. Insurance. CH2M HILL will maintain during the term of this AGREEMENT the following policies of insurance: (a) Workers' Compensation (including Occupational Disease) as required by law by the State of Colorado, (b) Employers' Liability Insurance providing, $5,000,000 policy limit for bodily injury by disease, $5,000,000 each employee for bodily injury by disease and $5,000,000 each employee for bodily injury by accident, and (c) Commercial General Liability Insurance coverage providing, Premises and Operations, Products and Completed Operations, Blanket Contractual Liability for both oral and written contracts, Personal Injury and Broad Form Property Damage, with limits of liability of no less than $5,000,000 per occurrence for Bodily Injury, Property Damage, Personal, and Advertising Injury, and $5,000,000 in the aggregate. Upon request of CLIENT, CH2M HII.L shall provide to CLIENT a certificate of insurance demonstrating compliance with the requirements of this Provision. Such incLrnnce limits may be made up of a sole policy or a combination of primary and excess liability. 22. NOt1CeS. Notices required under this AGREEMENT shall be given in writing and shall be deemed to have been delivered personally or sent Revised: 9/07 3 of 5 by facsimile or a-mail with return receipt, or by Certified Mail, return receipt requested, or by overnight courier service to the addresses designated below, or to such other addresses as either party may designate to the other in writing from time to time. Delivery of any notice shall be deemed to be effective on the date set forth on the confirmed date on which any facsimile or e-mail is sent, or delivered by courier service, receipt of registered or certified mail or, if earlier, three days after mailing. If to CLIENT: Eagle County Government Attn: Scott Lingle, Inovation and Technology Department. 500 Broadway; P.O. Box 850 Eagle, Colorado 81631 Telephone: (970) 328-3581 Facsimile: (970) 328-3599 e-mail: scott.linglela,eaglecounty.us If to CH2M HILL: CH2M HILL, Inc. 6161 South Syracuse Way, Suite 100 Greenwood Village, Colorado 80111 Attention: Shawn Audino, Vice President Telephone: 303-706-0990 Facsimile: 303-706-1861 e-mail: saudinona.ch2m.net 23. Independent Contractor. In the performance of this AGREEMENT, CH2M HII.L will act solely as an independent contractor. Nothing in this AGREEMENT shall be construed or implied to create a relationship of agency, partners, affiliates, joint employers, or joint ventures. Neither party shall have the power or authority to act for the other in any manner or to create obligations or debts which would' be binding on the other. Neither party shall be responsible for any obligation of the other or be responsible for any act or omission of the other or any employee of the other. CH2M HILL shall be responsible for all wages, salaries, taxes and expenses incurred for or by its employees. 24. Waiver. The waiver by either party of a breach or violation oi; or failure of either party to enforce, any provision of this AGREEMENT shall not operate or be construed as a waiver of any subsequent breach or violation or relinquishment of any rights hereunder. 25. Binding Effect. This AGREEMENT shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, representatives and assigns. 26. Governing Law. This AGREEMENT shall be construed in accordance with the laws of the State of Colorado and of the United States. The parties stipulate that the preferred forum, venue and court for any legal action taken with regard to this AGREEMENT shall be in the District Court for Eagle County and waive rights to jury trial regarding any issues under this AGREEMENT. 27. Headings; E%hiblts. The headings of paragraphs in this AGREEMENT are for convenience only; they form no part of this AGREEMENT and shall not affect its interpretation. All schedules, exhibits or attachments referred to herein shall be incorporated in and constitute a part of this AGREEMENT. 28. CouIIterpartS. The Face Page of this AGREEMENT may be executed by the parties hereto and delivered in counterparts, all of which taken together shall constitute a single instrument. 29. Dispute Resolution. The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution options, where appropriate. 30. Force Majeure. If performance of Services is affected by causes beyond CH2M HILL.'s reasonable control, project schedule and compensation shall be equitably adjusted. 31. IIItegratlon. If CLIENT issues a Purchase Order in conjunction with the performance of the Services, general or standard terms and conditions on the Purchase Order do not apply to this AGREEMENT. 32. Budgeting and Appropriation. Funds equal to or in excess of the contract amount will be budgeted and appropriated for any project or services described in any Agreement entered into hereunder. Nothwishtanding anything to the contrary contained in this AGREEMENT or any statement of work entered into hereunder, no charges shall be made to CLIENT, nor shall any payment be made to CH2M HILL in excess of the amount agreed upon for any work done without the express written approval of Eagle County, in accordance with a budget adopted by the Board of County Commissioners, in accordance with the provisions of the Colorado Revised Statutes. The parties recognize that CLIENT is a governmental entity and that all financial obligations beyond a current fiscal year or subject to funds being budgeted and appropriated. 33. Provision Mandated by Colorado Revised Statutes §8-17.5-102; Prohibitions on Public Contracts for Services. a) Company shall not knowingly employ or contract with an illegal alien to perform work under this agreement; or enter into a contract with a subeontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this agreement. b) Company shall confirm or attempt to confirm through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that EnerGov does not employ any illegal aliens. If EnerGov is not accepted into the Basic Pilot Verification Program prior to entering into this Agreement, EnerGov shall apply to participate in the Program every three months until the contractor is accepted or the services provided under Phis Agreement have been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: httos://www.vas-dhs.com\emnloyerreeistration c) Company shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while services under this Agreement are being performed. d) If Company obtains actual knowledge that a Subeontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Company shall be required to: i) Notify the Subcontractor and the County within three days that Company has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and ii) Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; exc@pt that Company shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. e) Company shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. f) If Company violates these prohibitions; the County may terminate the contract for a breach of the contract. If the contract is terminated specifically for breach of this prohibition on public contracts for services provision, Company shall be Revised: 9/07 4 of 5 liable to the County for actual damages and for consequential damages, as provided by Colorado law. 34. Indemnification. CH2M HILL shall indemnify, save and hold harmless the County, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees incurred, to the proportionate extent casued by any negligent act or omission or willful misconduct by CH2M HII,L, or its employees, agents, subcontractors or assignees pursuant to the terms of this contract. Revised: 9/07 5 Of 5