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HomeMy WebLinkAboutStandard Agreement (3)'~ CH2MHiLL ... STANDARD AGREEMENT FOR PROFESSIONAL SERVICES CH2M HILL'S OFFICE ADDRESS: 401 West Main Street, Suite 500, Louisville, KY 40202 CH2M HILL'S PROJECT NO.: PROJECT NAME: CMMS Software Implementation Project Management CLIENT: City of Jeffersonville, Indiana CLIENT'S ADDRESS: 500 Quartermaster Court, Suite 300, Jeffersonville IN 47130 CLIENT requests and authorizes CH2M HILL, INC. (hereinafter "CH2M HILL") to perform the following Services: ..- . See ATTACHMENT A. Compensation by CLIENT to CH2M HILL will be on an hourly basis with anot-to-exceed price of $3?,920, including labor and expenses, as shown on ATTACHMENT B. The project will be completed by April 30, 2011 Services covered by this AGREEMENT will be performed in accordance with the Provisions and any attachments or schedules. This AGREEMENT supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. CLIENT: CH2M HILL, INC.: Signature „~ °~ Signature Name (printed) 0/h~$ ~ C?Ct~~i Title ~~~~ Date ~ Z ~~ Name (printed) David Hackworth Title Vice President Date ~ - ~ • l tJ FORM 124 REVISED: 11/09 PROVISIONS 1. 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. 2. Salary Costs CH2M HILL's and its affiliated companies' 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. 3. Per Diem Rates 9. Limitation of Liability CH2M HILL's liability for CLIENT'S damages will, in the aggregate, not exceed $1,000,000. This Provision takes precedence over any conflicting Provision of this AGREEMENT or any document incorporated into it or referenced by it. In no event shall CH2M HILL, its affiliated corporations, officers, employees, or any of its subcontractors 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 CH2M HILL's performance or non-performance of services pursuant to this Agreement. CH2M HILL's and its affiliated companies' 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. These rates are contained in the COMPENSATION section on Page 1 and are subject to a 4% annual calendar year escalation/adjustment. 4. Subcontracts and 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, shipping, equipment and supplies; (2) CH2M HILL's current standard rate charges for direct use of CH2M HILL's vehicles, laboratory test and analysis, and certain field equipment; and (3) CH2M HILL'S standard project charges for computing systems, and health and safety requirements of OSHA. All sales, use, value added, business transfer, gross receipts, or other similar taxes will be added to CH2M HILL's compensation when invoicing CLIENT. Direct Expenses will be limited to an amount not-to-exceed 5% of the contract amount unless approved by the CLIENT. 5. 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. 6. 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 re-perform any services not meeting this standard without additional compensation. 7. Termination This AGREEMENT may be terminated for convenience on 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, but not limited to, reassignment of personnel, subcontract termination costs, and related closeout costs. 8. Payment to CH2M HILL Monthly invoices will be issued by CH2M HILL for all Services performed under this AGREEMENT. CLIENT shall pay each invoice within 30 days. In the event of a disputed billing, only that disputed portion will be withheld from payment, and the undisputed portion will be paid. 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. Limitations of liability provided herein 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. 10. 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. 11. 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 Provision 10. 12. 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 and/or liability for a waste or hazardous waste site originated by other than CH2M HILL. 13. 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. 14. 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. 15. 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. 16. Dispute Resolution The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution options. 17. 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. Attachment A Scope of Services Project Purpose The City of Jeffersonville (Jeffersonville) Wastewater Department (Department) needs to implement a computerized maintenance management system (CMMS) to provide the reports required by USEPA in Appendix E of the Consent Decree (CD). As a result, Jeffersonville recently conducted an evaluation of five CMMS software packages that included both proposals and on-site demonstrations, and the selection committee selected CarteGraph as their first choice. This project will build off of CH2M HILL's efforts during the evaluation process and during the development of Jeffersonville's first semi-annual CD report. CarteGraph will contract directly to Jeffersonville The project includes project management and coordination services for CMMS software implementation for the Wastewater and Stormwater Departments, the Building Commissioner (for code enforcement), and also for vehicle maintenance. As a result, CH2M HILL will serve as Jeffersonville's project manager for this project. In this role, CH2M HILL will coordinate, monitor, oversee, and review the following tasks, which were listed in CarteGraph's initial cost proposal: - Work Plan Development • Project Deployment Planning • Operational Consultation/Needs Assessment - Software Configuration • Installation • Application/Database Security Deployment • Tailored System Configuration - Training • Administrator and End-User Training • Refresher Training • Post System Check-up and Refresher Training The tasks listed in this scope of work will be directly performed by CH2M HILL. This scope assumes that CarteGraph will sign a contract directly with Jeffersonville for their services. Scope of Work 1 Project Initiation and Kickoff This task will be used to initiate the project and to transfer data to CarteGraph for their use in developing the CMMS implementation work plan and to support the operational consultation/needs assessment task. CH2M HILL will directly perform the following activities: • Review and provide one set of comments on CarteGraph's proposed scope of work; • Review. and provide one set of comments on the implementation work plan; • Provide relevant data gathered during the preparation of the consent decree semi- annual report and CMMS evaluation projects to CarteGraph; • Attend the project kickoff meeting and provide one set of comments to CarteGraph on the agenda and attendees; and • Setup and facilitate the initial department meetings to review the implementation plan, business processes, and to assist in identifying any additional information needed for CarteGraph's configuration effort. 2 Project Management This task will be used to coordinate, monitor, oversee, and review the software configuration and training tasks. CH2M HILL will directly perform the following activities: • Facilitate communication (meetings, site visits, conference calls) between Jeffersonville and CarteGraph; • Facilitate -the software configuration and training process; • Review configuration and training documentation to assess its alignment with our understanding of Jeffersonville's work processes; • Facilitate and participate in monthly progress meetings; • Review CarteGraph's monthly progress reports; and • Prepare monthly progress reports and invoices for CH2M HILL's activities. As stated above, CarteGraph will directly contract with Jeffersonville so this scope and agreement assumes that CarteGraph will develop and implement processes and procedures for activities such as warranting their work, conducting quality assurance/quality control reviews, and verifying the accuracy of data entered into the CarteGraph software. Attachment B Compensation Compensation Compensation will be paid on an hourly basis per the Standard Hourly Rates Schedule table below with anot-to-exceed price of $37,920. The amount paid shall be equal to the cumulative hours charged to the project times the Engineer's Standard Hourly Rates shown below for each applicable employee classification plus reimbursable expenses for mileage, lodging, and per diem costs. CH2M HILL may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Not To-Exceed amount unless approved in writing by the CLIENT. STANDARD HOURLY RATES SCHEDULE Hourly rates-for services performed on the date of the Agreement are: Classification Current Hourly Rate Engineering Intern $ 50 Administrative/Clerical $ 65 Project Accountant $ g0 Staff CADD/GIS Technician $ 80 Staff Engineer/Planner $ 90 Senior CADD/GIS Technician $ 109 Senior Project Accountant/ KA $ 100 Senior Engineer/Planner $ 120 Associate Project Manager $ 130 Project Consultant $ 130 Design Manager $ 150 Health & Safety (H&S) $ 156 Project Manager $ 175 Project Director/Senior Project Manager $ 182 Client Service Manager $ 175 Senior Technologist $ 200 Principal-In-Charge $ 200 Principal Project Manager $ 208 Principal Technologist $ 234 Global Director/Technical Expert $ 250 Expense Current Rate Mileage At Current IRS Rate Subconsultants At Cost Other Direct Expenses At Cost Rates effective through March 31, 2011. Page 1 of 1 JeffersonvilleCMMSImp-PMOnIy _ Total Price Detail CH2MHtLL Chargeable Tasks, All Budgets, without Budget Subtotals, without Period Subtotals, without Estimating Frequency Subtotals Per Diem Description Code Unit Quantity Rate Price Top Task PM - Task PM.EX - PM Expenses Other Expenses DOLLARS 1,500 1.00 1 500 00 Subtotal for Other Direct Expenses , . Subtotal for Costs 1,500.00 Subtotal for PM.EX - PM Expenses 1,500.00 1,500.00 Task PM.PI -Initiation and Kickoff Associate Project Manager 6 HOURS 48 Client Service Manager 4 HOURS 16 130.00 6,240.00 Principal-tn-Charge 3 HOURS 12 175.00 2,800.00 Project Accountant 8 HOURS 2 200.00 2,400.00 Staff Engineer 8 HOURS 72 90.00 180.00 Technologist 3 HOURS 16 90.00 6,480.00 Subtotal for Labor 166 200.00 3,200.00 21 300 00 Subtotal for Labor and Overhead , . Subtotal for Costs 21,300.00 Subtotal for PM.PI -Initiation and Kickoff 21,300.00 21,300.00 Task PM.PM -Project Management Client Service Manager 4 HOURS Project Accountant 64 175.00 11,200.00 8 HOURS Technologist 3 HOURS 8 90.00 720.00 Subtotal for Labor 16 88 200.00 3,200.00 Subtotal for Labor and Overhead 15,120.00 Subtotal for Costs 15,120.00 Subtotal for PM.PM -Project Management 15,120.00 Subtotal for PM 15,120.00 Grand Total 37,920.00 37,920.00 26-Aug-2010 05:04:17 AM Page 1 of 1 https://www.int.ch2m.com/pricer/Reports.aspx?Id=190&Reportname=Total Price Detail (A)&Tas... 8/26/2010