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HomeMy WebLinkAbout6089RESOLUTION NO. 6089 A RESOLUTION AUTHORIZING THE EXECUTION OF A C014TRACT WITH CH2M -HILL, FOR CONSULTING ENGINEERING SERVICES RELATED TO THE AIRPORT INDUSTRIAL PARK'S WASTEWATER TREATMEiJ PLANT BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. An Agreement between the City of Pueblo and CH2M -Hill, whereby CH2M -Hill shall provide and perform professional engineering services associated with the Airport Industrial Park's Wastewater Treatment Plant for compensation not to exceed $20,000.00, with such terms as the City Manager may require and upon approval as to form by the City Attorney, be and hereby is authorized and approved. SECTION 2. The City Manager is hereby authorized to execute said agreement on behalf of the City of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. INTRODUCED September 14 , 1987 B PA JONE Councilman APPROVED: President o the Coun 1 ATTEST: Citf Clerk CW HI LL STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between CH2M HILL Central INC., (the "ENGINEER "), and City of Pueblo , ( the "OWNER ") , for a PROJECT generally described as: A wastewater management system for the Pueblo Airport Industrial Parr. ARTICLE 1. SCOPE OF SERVICES The Scope of Services is set forth in Attachment A ARTICLES 2 & 3. COMPENSATION & TERMS OF PAYMENT ENGINEER's compensation and terms of payment are set forth in Attachment B. ARTICLE 4. OBLIGATIONS OF THE ENGINEER Amendments to ARTICLE 4, if any, are included in Attach ment C. A. STANDARD OF CARE The standard of care applicable to ENGINEER's services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services. The ENGINEER will reperform any services not meeting this standard without additional compensation. B. SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary signifi- cantly between successive test points and sample inter- vals and at locations other than where observations, explorations, and investigations have been made. Be- cause of the inherent uncertainties in subsurface evalua- tions, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and /or execution. These conditions and cost /execution effects are not the responsibility of the ENGINEER. C. ENGINEER'S PERSONNEL AT CONSTRUCTION SITE The presence or duties of the ENGINEER's personnel at a construction site, whether as onsite representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the OWNER and /or the construction contractors or other enti- ties, and do not relieve the construction contractors or any other entity of their obligations, duties and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences and procedures neces- sary for coordinating and completing all portions of the Page 1 of 5 construction work in accordance with the Contract Doc- uments and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any con- struction contractor or other entity or their employees in connection with their work or any health or safety precau- tions and have no duty for inspecting, noting, observing, correcting or reporting on health or safety deficiencies of the construction contractor or other entity or any other persons at the site except ENGINEER's own personnel. D. OPINIONS OF COST, FINANCIAL CONSIDERATIONS, AND SCHEDULES In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equip- ment or structures that may affect operation or mainte- nance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating per- sonnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or sche- dule, Therefore, the ENGINEER makes no warranty that the OWNER's actual PROJECT costs, financial aspects, eco- nomic feasibility or schedules will not vary from the ENGI- NEER'S opinions, analyses, projections, or estimates. When the OWNER requires the ENGINEER to prepare quantity and material take -offs and /or opinions of cost from plans and specifications that are less than 100 percent com- plete, the OWNER will hold the ENGINEER harmless from any and all loss, liability, or claims resulting from the incompleteness. E. CONSTRUCTION PROGRESS PAYMENTS Recommendations by the ENGINEER to the OWNER for periodic construction progress payments to the construc- tion contractor will be based on the ENGINEER's know- ledge, information, and belief from selective sampling that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has com- pleted the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction con- tractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to OWNER free and clear of liens, claims, security interests, or encum- brances; or that there are not other matters at issue between OWNER and the construction contractor that affect the amount that should be paid. FORM 398 RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, orexact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. G MINORITY -AND WOMEN -OWNED BUSINESSES; OWNER SPEC- IFIED SUBCONTRACTORS ENGINEER will comply with OWNER's directives in utilizing the services of OWNER - specified subcontractors and /or minority- and women -owned businesses on the PROJECT. Firms selected by the ENGINEER to meet said directives will be subject to approval of the OWNER. ENGINEER's liability arising from the work of said subcon- tractors or businesses is limited to proceeds available from their insurances, H. ACCESS TO ENGINEER'S ACCOUNTING RECORDS The ENGINEER will maintain accounting records, in accord- ance with generally accepted accounting principles and practices, to substantitate all invoiced amounts. Said records will be available to OWNER during ENGINEER's normal business hours for a period of 1 year after ENGI- NEER'S final invoice for examination to the extent required to verify the direct costs (excluding established or stand- ard allowances and rates) incurred hereunder. The OWNER may only audit accounting records applicable to a cost - reimbursable type compensation. ENGINEER'S INSURANCE The ENGINEER will maintain throughout this AGREEMENT the following insurance: (a) Workers compensation and employers liability insur- ance as required by the state or province where the work is performed. (b) 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, nonowned, or hired vehicles, with $1,000,000 combined single limits. (c) Commercial general liability insurance covering claims for injuries to members of the public or dam- age to property of others arising out of any covered negligent act or omission of the ENGINEER or of any of its employees, agents, or subcontractors, with $1,000,000 combined single limits. (d) Professional liability insurance of $1,000,000. (e) OWNER will be named as an additional insured with respect to ENGINEER's liabilities hereunder in insur- ance coverages identified in items "b" and "c ", and ENGINEER waives subrogation against OWNER as to said policies. ARTICLE 5. OBLIGATIONS OF THE OWNER Page 2 of 5 Amendments to Article 5, if any, are included in Attachment C. A. OWNER - FURNISHED DATA The OWNER will provide to the ENGINEER all technical data in the OWNER's possession, including, but not limited to, previous reports, maps, surveys, borings, and all other information relating to the ENGINEER's services on the PROJECT. ENGINEER will reasonably rely upon the accu- racy, timeliness, and completeness of the information pro- vided by the OWNER. B. ACCESS TO FACILITIES AND PROPERTY The OWNER will make its facilities accessible to ENGINEER as required for ENGINEER's performance of its services and will provide labor and safety equipment as required by ENGINEER for such access. OWNER will perform at no cost to ENGINEER such tests of equipment, machinery, pipe- lines, and other components of the OWNER's facilities as may be required in connection with ENGINEER's services, unless otherwise agreed to. OWNER will be responsible for all acts of OWNER's personnel. C. ADVERTISEMENTS, PERMITS, AND ACCESS Unless otherwise agreed to in the Scope of Services, the OWNER will obtain, arrange, and pay for all advertise- ments for bids; permits and licenses required by local, state, province, or federal authorities; and land, ease- ments, rights -of -way, and access necessary for the ENGI- NEER's services or PROJECT construction. D. TIMELY REVIEW The OWNER will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, and other consultants as OWNER deems appropriate; and render in writing deci- sions required of OWNER in a timely manner. E. PROMPT NOTICE The OWNER will give prompt written notice to ENGINEER whenever OWNER observes or becomes aware of any development that affects the scope or timing of ENGI- NEER's services, or any defect in the work of the ENGINEER or construction contractors. ASBESTOS OR HAZARDOUS SUBSTANCES AND INDEMNIFICA- TION If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation of the problem. If asbestos is sus- pected, the ENGINEER will, if requested, assist the OWNER in contacting regulatory agencies and in identifying asbestos testing laboratories and demolition /removal contractors or consultants. If asbestos is confirmed, the OWNER will engage a specialty consultant or contractor to study the affected portions of the work and perform all remedial measures. If hazardous substances other than asbestos are sus- pected, the ENGINEER will conduct tests to determine the extent of the problem and will perform the necessary stu- dies and recommend the necessary remedial measures at an additional fee to be negotiated. FORM 398 To the maximum extent permitted by law, the OWNER will indemnify and defend ENGINEER and its officers, employ- ees, agents, and subcontractors, from all claims, dam- ages, losses and expenses, including, but not limited to, direct, indirect or consequential damages and attorneys fees, in excess of the Limitation of Liability in ARTICLE 6D, arising out of or relating to the presence of asbestos or the presence, discharge, release, orescape of hazardous sub- stances or contaminants on or from the PROJECT, The indemnity in this paragraph will be construed and enforc- ed according to the law of Colorado. CONTRACTOR INDEMNIFICATION OWNER agrees to include the provisions of ARTICLE 4C, ENGINEER'S PERSONNEL AT CONSTRUCTION SITE and the following paragraph in all construction contracts asso- ciated with this PROJECT: To the maximum extent permitted by law, the con- struction contractor will indemnify and defend OWNER and ENGINEER and theirofficers, employees, agents, and subcontractors, from all claims and losses, including attorneys fees and litigation costs, arising out of property losses or health, safety, per- sonal injury, or death claims by construction con- tractors, their subcontractors of any tier, and their employees, agents, or invitees regardless of the fault, breach of contract, or negligence of OWNER or ENGINEER, excepting only such claims or losses that have been adjudicated to have been caused solely by the negligence of OWNER or ENGINEER and regardless of whether or not the construction con- tractor is or can be named a party in a litigation. The construction contractor will carry comprehensive general liability insurance naming OWNER and ENGINEER as additional insureds and including a contractual liability clause or endorsement cover- ing the construction contractor's indemnity of OWNER and ENGINEER, and will provide OWNER and ENGINEER with a certificate of insurance showing compliance with the requirements of this para- graph prior to commencement of work. H. EXCLUSION OF CONTRACTOR CLAIMS OWNER agrees to include in all contracts with construc- tion contractors and equipment or material suppliers an exclusion of those parties right to make direct claims against the ENGINEER in the following form: In performing its obligations for the OWNER, the ENGINEER and its consultants may cause expense for the contractor or its subcontractors and equip- ment or material suppliers. However, those parties and their sureties shall maintain no direct action against the ENGINEER, its officers, employees, agents, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed or required to be performed. Only the OWNER will be the beneficiary of any undertaking bythe ENGINEER, itsofficers, employees, agents, and subcontractors. OWNER'S INSURANCE (a) OWNER will provide for a waiver of subrogation as to all OWNER - carried insurance, during construction and thereafter, in favor of ENGINEER, its officers, employees, agents, and subcontractors, and will require similar waivers from OWNER's other contrac- tors and their lower tier subcontractors. OWNER will provide ENGINEER copies of such waivers. Page 3 of 5 (b) OWNER will provide (or have the construction con- tractor provide) a Builders Risk All Risk insurance pol- icy for the full replacement value of all physical facilities associated with the ENGINEER's services. Such policy will include coverage for defects in materials and workmanship and errors in design, and will provide a waiver of subrogation as to the ENGINEER and the construction contractors (or OWNER ), and their respective officers, employees, agents, and subcontractors. OWNER will provide ENGINEER a copy of such policy. LITIGATION ASSISTANCE The Scope of Services does not include costs of the ENGI- NEER for required or requested assistance to support, pre- pare, document, bring, defend, orassist in litigation under- taken or defended by the OWNER. All such services required or requested of the ENGINEER, except for suits or claims between the parries to this AGREEMENT, will be reimbursed as mutually agreed, and payment for such services shall be in accordance with ARTICLE 3, unless and until there is a finding by a court or arbitrator that ENGI- NEER'S sole negligence caused OWNER's damage. K. CHANGES The OWNER may make or approve changes within the general scope of services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT, SERVICES OF ENGINEER Unless this AGREEMENT is modified or terminated, the OWNER will have all services specified in this AGREEMENT performed bythe ENGINEER, employing ENGINEER's stand- ard form and content of drawings, specifications and con- tract documents. ARTICLE 6. GENERAL LEGAL PROVISIONS Amendments to Article 6, if any, are included in Attachment C. A. AUTHORIZATION TO PROCEED Execution of this AGREEMENT by the CLIENTwill be authori- zation for CH2M HILL to proceed with the work, unless otherwise provided for in this AGREEMENT. REUSE OF PROJECT DOCUMENTS All designs, drawings, specifications, documents, and other work products of the ENGINEER are instruments of service for this PROJECT, whether the PROJECT is com- pleted or not. Reuse by the OWNER or by others acting through or on behalf of the OWNER of any such instru- ments of service without the written permission of the ENGINEER will be at the OWNER's sole risk. The OWNER agrees to indemnify and defend the ENGINEER from all claims, damages, losses, and expenses, including, but not limited to, direct, indirect, or consequential damages and attorneys fees, arising out of or related to such unautho- rized reuse. FORM 398 Page 4 of 5 C. FORCE MAJEURE The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER. D. LIMITATION OF LIABILITY To the maximum extent permitted by law, ENGINEER's liability for OWNER's damages will not exceed the com- pensation received by ENGINEER under this AGREEMENT. E. TERMINATION This AGREEMENT may be terminated for convenience on 30 days' written notice, or for cause 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, the ENGINEER will be paid for all autho- K. rized work performed up to the termination date plus termination expenses, such as, but not limited to, reassign- ment of personnel, subcontract termination costs, and related closeout costs. or injury, the loss, cost, or expense shall be shared between ENGINEER and OWNER in proportion to their relative degrees of negligence or willful mis- conduct and the right of indemnity shall apply for such proportion. ASSIGNMENT Neither party will assign all or any part of this AGREEMENT without the prior written consent of the other party. LEGAL ACTION All legal actions by either party against the other arising from this AGREEMENT, or for the failure to perform in accord- ance with the applicable standard of care, or any other cause of action, will be barred 2 years from the date the claimant knew or should have known of its claim, but in any event no later than 4 years from the date of substan- tial completion of ENGINEER's services. CONSEQUENTIAL DAMAGES In no event shall ENGINEER, its officers, employees, agents or subcontractors be liable for special, indirect, or conse- quential damages, and in order to protect ENGINEER against indirect liability or third party proceedings, OWNER will indemnify the ENGINEER for any such loss or damage. SUSPENSION, DELAY, OR INTERRUPTION OF WORK The OWNER may suspend, delay, or interrupt the services of the ENGINEER forthe convenience of the OWNER. In the event of force majeure or such suspension, delay, or inter- ruption, an equitable adjustment in the PROJECT's sche- dule, commitment and cost of ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. G. NO THIRD PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than the OWNER and ENGINEER and has no third -party beneficiaries. INDEMNIFICATION (a) ENGINEER agrees to indemnify and defend OWNER from any loss, cost, or expense claimed by third par - tiesfor property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of ENGINEER, its employees, oragents in connection with the PROJECT. L. INTERPRETATION Releases from, indemnities against, limitations on, and assumptions of I iability and limitations on remedies express- ed in this AGREEMENT shall apply even in the event of breach of contractor warranty, fault, tort including negli- gence, strict liability, statutory, or any other cause of action (except for willful or reckless disregard of obliga- tions) of the party released or indemnified, or whose liabil- ity is limited or assumed, or against whom remedies are limited. Party, as used herein, includes the named parties, their officers, employees, agents, subcontractors, and affiliates. M. JURISDICTION The law of the state, or province, of Colorado shall govern the validity of this AGREEMENT, its interpreta- tion and performance, and any other claims related to it, except as to ARTICLE 5F, ASBESTOS OR HAZARDOUS SUB- STANCES AND INDEMNIFICATION. N. SEVERABILITY AND SURVIVAL (b) OWNER agrees to indemnify and defend ENGINEER from any loss, cost, or expense claimed by third par- ties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of OWNER, its employees, or agents in connnection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and OWNER (or a person identified above for whom each is liable) is a cause of such damage If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal or unenforcea- ble provision had never been contained herein. Articles 4, 5, and 6 shall survive termination of this AGREE- MENT for any cause. FORM 398 ARTICLE 7. ATTACHMENTS, SCHEDULES, AND SIGNATURES Page 5 of 5 ThisAGREEMENT, including its Attachments and Schedules, constitutes the entire AGREEMENT, supersedes all priorwritten ororal 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 & Terms of Payment. Attachment C - Modifications IN WITNESS WHEREOF, the parties execute below: For the OWNER, City of Pueblo dated this 2nd day of October _ 87 By: —dy &IC2 L-'-�C' - ta- - 744 Name 7 Title By: Name Title By: Name Title For the ENGINEER, CH21M HILL Central , dated this c day Of S 6:n� `0 6-k- INC., —,19�, Title ATTACHMENT A Attachment A to the the AGREEMENT between CH2M HILL City of Pueblo CENTRAL Page 1 of 5 INC., (the "ENGINEER "), and for a PROJECT generally described as: (the "OWNER ") , A wastewater management system for the Pueblo Airport Industrial Park. ARTICLE 1. SCOPE OF SERVICES ENGINEER agrees to furnish OWNER the following specific services: CH2M HILL will furnish the City of Pueblo 5 copies of a Preliminary Engineering Study and 15 copies of the Executive Summary from that Study. The Study will be specifically prepared to address wastewater management needs for the Airport Industrial Park Waste- water Treatment Plant (WWTP). The Study will be prepared to address the following items: 1. The Study shall conform to the requirements of the Colorado Department of Health, Water Quality Control Division, for engineering reports required as attachments to Site Applications. - 2. The Study shall contain a description of the alternative analysis used in the selection of the wastewater management option. This shall include descriptions of up to 4 alter- natives analyzed and the criteria used in the selection. 3. The Study shall address the following subjects; need for the project, background information on the existing WWTP, a description of the planning area, projected growth in the planning area, an analysis of wastewater management alternatives, a description of the selected alternative, and an implementation plan (including preliminary cost of service calculations). The Study contents shall conform to the outline given in Exhibit A. The specific tasks that are required to conduct a study meeting the above requirements are outlined below. The budgeted labor effort for each task is also included. A. DATA GATHERING Task 1 . Review information received from the City on the WWTP's existing service area, including boundary description and current land use plan. Project Manager 1 hr Project Engineer 4 hr FORM 398AO Page 2 of 5 Task 2 . Review information received from the City on growth and development projection, including proposed land use plans, and boundary of projected service area. Project Manager 1 hr Project Engineer 4 hr Task 3 . Visit the WWTP and through discussions with plant personnel and field observations, gather information on the existing wastewater treatment plant, including size of facilities, wastewater character- istics, physical condition of facilities, and operation procedures. Project Manager 8 hr Project Engineer 8 hr B. FLOW AND LOADING PROJECTIONS Task 4 . Calculate projected flows for the WWTP based on information obtained in Tasks 2 and 3. Project Manager 1 hr Project Engineer 8 hr Task 5 . Calculate projected loadings for the WWTP based on infor- mation obtained in Tasks 1, 2, 3, and 4. Project Manager 1 hr Project Engineer 4 hr Task 6 . Write Technical Memorandum No. 1 summarizing Tasks 4 and 5. Project Manager 1 hr Project Engineer 8 hr Graphics 8 hr Word Processing 4 hr C. EVALUATE EXISTING P7WTP Task 7 . Calculate hydraulic capacity of the WWTP. Project Manager 2 hr Project Engineer 8 hr Task S . Calculate the treatment capacity of the WWTP. Project Manager 2 hr Project Engineer 10 hr Task 9 . Write Technical Memorandum No. 2 summarizing Tasks 7 and 8, and addressing the physical condition of existing facilities as determined in Task 3. Project Manager 2 hr Project Engineer 16 hr Page 3 of 5 Graphics 8 hr Word Processing 4 hr D. ALTERNATIVE ANALYSIS Task 10 . Prepare for workshop by assembling information, and developing workshop agenda. Project Manager 4 hr Project Engineer 16 hr Word Processing 2 hr Task 11 . Conduct a 2 day wastewater management selection workshop. Workshop participants will include the CH2M HILL project team and appropriate members of the City of Pueblo staff. Tasks to be completed during the workshop include identifying selection criteria, identifying and developing wastewater management alternatives, preparing preliminary cost estimates, evaluating alternatives, and selecting an alternative. Project Manager 16 hr Project Engineer 48 hr Task 12 . Based on Task 11, refine the selected alternative and develop an implementation plan. Project Manager 2 hr Project Engineer 16 hr Task 13 . Write Technical Memorandum No. 3 summarizing Tasks 11 and 12. Project Manager 4 hr Project Engineer 20 hr Graphics 16 hr Word Processing 8 hr E. FINAL STUDY Task 14. Write the final study in accordance with the outline in Exhibit A. Project Manager 4 hr Project Engineer 12 hr Graphics 8 hr Word Processing 8 hr F. MEET WITH CITY COUNCIL Task 15 . Attend one City Council Meeting to present the findings of the study. Project Manager 8 hr Page 4 of 5 Exhibit A to Attachment A STUDY OUTLINE EXECUTIVE SUMMARY 1. Service Area a. Boundaries b. Population C. Flow and Loadings d. Features 2. Effluent Limitations* 3. Existing Facilities a. Hydraulic Capacity b. Treatment Capacity C. Physical Condition 4. Treatment Alternative Development a. General b. Alternative A C. Alternative B d. Alternative C e. Alternative D (Optional) 5. Flood Plain Relationship* 6. Treatment Alternative Selection a. Selected Alternative b. Staffing Requirements* C. Legal Description* 7. Legal Arrangements* 8. Institutional Arrangements* 9. Management Capabilities* 10. Financial System* 11. Implementation Plan *Indicates items that will be based on information provided to CH2M HILL by the City of Pueblo. DE /500G/121 5 5 Page of This Attachment A supercedes all prior written or oral understandings of the Scope of Services, and may only be changed by a written amendment executed by both parties. IN WITNESS WHEREOF, the parties execute below. For the OWNER, Ci of Pueblo dated this 2nd day of October By: 1 ',=� Name By: Name By: Name For the ENGINEER, CH2M HILL i INC., dated this �� day of < �0 , "� e z 19 E ,, By; Title Title Title ,19 g Title FORM 398,0 (last page) ATTACHMENT B Page 1 of 2 Cost Plus Fixed Fee Attachment B to the AGREEMENT between CH2M HILL r (-ntrai INC., (the "ENGINEER "), and r; t r F (the "OWNER ") , for a PROJECT generally described as: A wastewater management system for the Pueblo Airport Industrial Park. ARTICLE 2. COMPENSATION Compensation by the OWNER to the ENGINEER will be as follows: A. COST REIMBURSABLE -COST PLUS FIXED FEE For services enumerated in ARTICLE 1, the ENGINEER's Direct Salaries expended for the service, plus a percent- age of Direct Salaries for Salary Overheads, plus a percent- age of Direct Salaries for General Overhead, plus Direct Expenses, plus a Fixed Dollar Profit (Fee), plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. The Cost Budget represented by Direct Salaries, plus Salary and General Overheads and Direct Expense charges shall notexceed Seventeen thousand fi httnare Dollars ($ 1 :�, ,00 20 ), excluding taxes, without a formal amendment to this AGREEMENT. A change of work scope is not prerequisite for said amend- ment. The Fixed Dollar Profit of `T'wo housanC Five Hundred Dollars (S 2, 90n - on ) may not increased, except in the case of an amendment to this AGREEMENT which recognizes an increase in the scope of work. C. DIRECT SALARIES Direct Salaries are the amount of wages or salaries paid ENGINEER's employees for work directly performed on the PROJECT, exclusive of all payroll - related taxes, payments, premiums, and benefits. D. SALARY OVERHEAD Salary Overhead is a percentage of all firmwide Direct Salaries paid ENGINEER's employees on all clients projects necessary to cover all taxes and other costs measured by, or applicable at the time of performance to, all wages or salaries of the ENGINEER, such as, but not limited to, Worker's Compensation Insurance, Social Security, State (Province) and Federal unemployment insurance, medical - hospital insurance, salary continuation insurance, pen- sion plan costs, and allowance for vacation, sick leave, and holiday pay. Salary overhead is subject to periodic adjustment to reflect anticipated changing costs. E. GENERAL OVERHEAD For purposes of monthly payments, the ENGINEER's Provi- F sional Overhead rates shall be used. The Fixed Dollar Profit shall be prorated, based on the percentage of Direct' Salaries expended, plus Provisional Salary and General Overheads, plus Direct Expense charges, all compared to the Cost Budget. B. BUDGET The ENGINEER will make reasonable efforts to complete the work within the Cost Budget and will keep OWNER informed of progress toward that end so that the Cost Budget or work effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated Cost Budget, as may be adjusted, nor is the OWNER obligated to pay the ENGINEER beyond these limits. When any Cost Budget has been increased, the ENGI- NEER'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. General Overhead is a percentage of all firmwide Direct Salaries paid ENGINEER's employees on all clients projects necessary to cover those indirect general and administra- tive costs, exclusive of Salary Overhead defined above, allowable under the cost principles of 48 CFR 31.2 that are actually incurred by the ENGINEER during the period of performance of services. General overhead is subject to periodic adjustment to reflect anticipated changing costs. PROVISIONAL OVERHEAD Provisional Overhead is defined as the most recently established Salary and General Overhead rates of the ENGINEER, as allowable under the cost principles of 48 CFR 31.2. When audits of recently estimated and established overhead rates by EPA or another federal agency have been made and agreed upon, such audited rates will be the Provisional rates. The Provisional Overhead rate will be reviewed and /or changed at least annually to conform to the definition of "most recently established overhead rate" given herein - above, and to reflect the ENGINEER's estimate of actual Salary and General Overhead costs. The actual Salary and General Overhead costs for each year will be determined by an audit by ENGINEER's cog- nizant federal agency and agreed upon by the ENGI- NEER. The invoicing for a particular year will be subse- quently adjusted upward or downward to cause the provisional coststo equal the actual as determined by the audit. OWNER will receive any credits and will pay any balances due that arise as a result of this adjustment. Page 2 of 2 Cost Plus Fixed Fee - G. DIRECT EXPENSES Direct Expenses are those costs incurred on or directly for the PROJECT, other than the Direct Salaries and the Salary and General Overhead costs. Direct Expenses will be on the basis of actual charges when furnished by commer- cial sources and the basis of current rates when furnished by ENGINEER. Direct Expenses will include, but not be limited to, necessary transportation costs, including mileage at ENGINEER's current rate when its automobiles are used; meals and lodging; laboratory tests and ana- lyses; computer services; word processing services; tele- phone, printing, binding, and reproduction charges; all costs associated with outside consultants, subconsultants, and other outside services and facilities; and other similar costs. ARTICLE 3. TERMS OF PAYMENT Payment to the ENGINEER will be made as follows: A. INVOICES AND TIME OF PAYMENT Monthly invoices will be issued by ENGINEER for all work performed under this Agreement. Invoices are due and payable on receipt. Upon completion of services enumerated in ARTICLE 1, the final amount will be due upon receipt of the final invoice, including all Fixed Dollar Profit not previously paid. B. INTEREST Interest at the rate of 1 per month will be charged on cil past -due amounts starting 15 days after date of invoice, unless not permitted by law, in which case interest will be charged at the highest amount permitted by law. Pay - mentswill first be credited to interest and then to principal. This Attachment B supersedes all priorwritten or oral understandings of the Compensation and Terms of Payment, and may only be changed by a written amendment executed by both parties. IN WITNESS WHEREOF, the parties execute below: For the OWNER, dated this 2nd day of By: Name By: October ,19 87 , Title Name By: Name For the ENGINEER, CH2M HILL Central INC., dated this l0 day of , 19 � 77 , By: City of Pueblo me Title Title i�7 Z 74 te E /P /,1 . Title FORM 39813.3 Page 1 of 2 ATTACHMENT C Attachment C to the AGREEMENT between CH2M HILL CENTRAL, INC., (the "ENGINEER "), and City of Pueblo, (the "OWNER "), for a PROJECT generally described as: A wastewater management system for the Pueblo Airport Indus- trial Park. The OWNER and ENGINEER agree that the following provisions, changes, and modifications are hereby made a part of this AGREEMENT. 1. ARTICLE 4, Paragraph I(e), delete the phrase "and ENGI- NEER waives subrogation against OWNER as to said pol- icies." 2. ARTICLE 5, Paragraph E, change the first sentence to read: "Although OWNER has no obligation to observe the work, the OWNER will give prompt written notice to ENGINEER whenever..." 3. ARTICLE 5, Paragraph F, delete the last sentence of the first paragraph beginning "If asbestos is confirmed..." 4. ARTICLE 5, Paragraph F, delete the second paragraph, beginning: "If hazardous substances...," in its entirety. 5. ARTICLE 5, Paragraph F, change the third paragraph to read: "The OWNER will indemnify and defend ENGINEER and its officers, employees, agents, and subcontractors, from all claims, damages, losses and expenses, including, but not limited to, direct, indirect or consequential damages and attorney's fees, arising out of or relating to the presence of asbestos or the presence, discharge, release, or escape of hazardous substances or contami- nants on or from the PROJECT; provided, however, that any discharge, release, or escape of hazardous sub- stances, or contaminants is not a result, in whole or part, of ENGINEER's negligence. The indemnity in this paragraph will be construed and enforced according to the law of Colorado. 6. ARTICLE 5, delete Paragraph I(a). 7. ARTICLE 5, Paragraph J, change the last sentence to read: DE /500G/122 Page 2 of 2 "...there is a finding by a court that ENGINEER's neg- ligence, in whole or part, caused OWNER's damage." 8. ARTICLE 6, Paragraph D, change to read: "...damages will not exceed one hundred thousand dol- lars ($100,000.00) ." 9. ARTICLE 6, Paragraph E, change the first paragraph to read: "...nonperformance within 10 days of written notice and diligently complete the correction thereafter." 10. ARTICLE 6, Paragraph E, change the second paragraph to read: "On termination, the ENGINEER will be paid for all authorized work actually performed up to the..." 11. ARTICLE 6, delete Paragraph J. 12. ARTICLE 6, Paragraph M, change to read: "The law of the State of Colorado shall govern the validity..." 13. ATTACHMENT B, Paragraph B, delete the second paragraph, beginning "The ENGINEER Is not obligated...," in its entirety. This Attachment C supercedes all prior written or oral understandings and may only be changed by a written amend- ment executed by both parties. IN WITNESS WHEREOF, the parties execute below: For the OWNER, City of Pueblo dated this 2nd day of October , 19 , By: ame Title By: Name Title By: Name Title For the ENGINEER, CH2M HILL CENTRAL, INC., dated this day of �.�2aE , 19 J� , By: Naffi Title DE /500G/122 C c, '