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PROVISIONS
<br />1. Authorization to Proceed
<br />Execution of this AGREEMENT by CLIENT will be authorization
<br />for CH2M HILL to proceed with the Services, unless otherwise
<br />provided for in this AGREEMENT.
<br />2. Cost Opinions
<br />Any cost opinions or Project economic evaluations provided by
<br />CH2M HILL will be on a basis of experience and judgment, but,
<br />since CH2M HILL has no control over market conditions or 7.
<br />bidding procedures, CH2M HILL cannot warrant that bids,
<br />ultimate construction cost, or Project economics will not vary from
<br />these opinions.
<br />3. Standard of Care
<br />The standard of care applicable to CH2M HILL's services will be 8.
<br />the degree of skill and diligence normally employed by
<br />professional engineers or consultants performing the same or
<br />similar services at the time CH2M HILL's services are performed.
<br />CH2M HILL will re -perform any services not meeting this standard 9.
<br />without additional compensation.
<br />4. Termination
<br />This AGREEMENT may be terminated for convenience on 30
<br />days written notice or if either party fails substantially to perform
<br />through no fault of the other and does not commence correction
<br />of such nonperformance within 5 days of written notice and
<br />diligently complete the correction thereafter. On termination,
<br />CH2M HILL will be paid for ail authorized work performed up to
<br />the termination date.
<br />6. Payment to CH2M HILL
<br />Monthly invoices will be issued by CH2M HILL for all Services
<br />performed under this AGREEMENT. CLIENT shall pay each
<br />invoice within 30 days. Interest at a rate of 1-1/2 percent per
<br />month will be charged on all past -due amounts.
<br />In the event of a disputed billing, only that disputed portion will be
<br />withheld from payment, and the undisputed portion will be paid.
<br />CLIENT will exercise reasonableness in disputing any bill or
<br />portion thereof. No interest will accrue on any disputed portion of
<br />the billing until mutually resolved.
<br />6. Limitation of Liability
<br />CH2M HILL's liability for CLIENTs damages will, in the
<br />aggregate, not exceed $100,000. This Provision takes
<br />precedence over any conflicting Provision of this AGREEMENT or
<br />any document incorporated into it or referenced by it.
<br />In no event shall CH2M HILL, its affiliated corporations, officers,
<br />employees, or any of its subcontractors be liable for any incidental,
<br />Indirect, special, punitive, economic or consequential damages,
<br />including but not limited to loss of revenue or profits, suffered or
<br />Incurred by CLIENT or any of its agents, including other contractors
<br />engaged at the project site, as a result of this Agreement or
<br />CH2M HILL's performance or non-performance of services pursuant
<br />to this Agreement.
<br />Limitations of liability provided herein will apply whether
<br />CH2M HILL's liability arises under breach of contract or warranty,
<br />tort, including negligence- strict liability; statutory liability; or any
<br />other cause of action, and shall include CH2M HILL's officers,
<br />affiliated corporations, employees, and subcontractors. CH2M
<br />HILL shall defend, indemnify and hold harmless the County, and
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<br />REVISED: 111/09
<br />its commissioners, officers and employee, from any and all
<br />losses, damage, expenses (including reasonable attorney's fees)
<br />and other liabilities of any type whatsoever, arising out of or
<br />relating to any negligence, intentional torts, breach of contract or
<br />breach of applicable law by CH2M HILL, or its employee, agents,
<br />subcontractor or other persons or entities performing work under
<br />this agreement.
<br />Severability and Survival
<br />If any of the provisions contained in this AGREEMENT are held
<br />illegal, invalid or unenforceable, the other provisions shall remain
<br />in full effect. Limitations of liability shall survive termination of this
<br />AGREEMENT for any cause,
<br />No Third Party Beneficiaries
<br />This AGREEMENT gives no rights or benefits to anyone other
<br />than CLIENT and CH2M HILL and has no third party beneficiaries
<br />except as provided in Provision 10.
<br />Materials and Samples
<br />Any items, substances, materials, or samples removed from the
<br />Project site for testing, analysis, or other evaluation will be
<br />returned to the Project site unless agreed to otherwise. CLIENT
<br />recognizes and agrees that CH2M HILL is acting as a bailee and
<br />at no time assumes title to said items, substances, materials, or
<br />samples. CLIENT recognizes that CH2M HILL assumes no risk
<br />and/or liability for a waste or hazardous waste site originated by
<br />other than CH2M HILL.
<br />10. Assignments
<br />Neither party shall havi i the power to or will assign any of the
<br />duties or rights or any claim arising out of or related to this
<br />AGREEMENT, whether arising in tort, -contract or otherwise,
<br />without the written consent of the other party. Any unauthorized
<br />assignment is void and unenforceable.
<br />11. Integration
<br />This AGREEMENT incorporates all previous communications and
<br />negotiations and constitutes the entire agreement of the parties.
<br />If CLIENT issues a Purchase Order in conjunction with,
<br />performance of the Services, general or standard terms and
<br />conditions on the Purchase Order do not apply to this
<br />AGREEMENT,
<br />12. Force Majeure
<br />If performance of the Services is affected by causes beyond
<br />CH2M HILL's or the CLIENTs reasonable control, project
<br />schedule and compensation shall be equitably adjusted.
<br />13. Dispute Resolution
<br />The parties will use their best efforts to resolve amicably any
<br />dispute, including use of alternative dispute resolution options.
<br />14. Changes
<br />CLIENT may make or approve changes within the general Scope
<br />of Services in this AGREEMENT. If such changes affect
<br />CH2M HILL's cost of or time required for performance of the
<br />services, an equitable adjustment will be made through an
<br />amendment to this AGREEMENT.
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