Resolution No. 098661
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P�ESOLUTION NO. 9866
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN THE CITY OF VERNON AND CH2M HILL,
INC.
WHEREAS, the City of Vernon (the "City") owns and operates a
municipal electric system which provides the inhabitants of the City
with electric power; and
WHEREAS, the Light & Power Department of the City desires to
retain the services of CH2M Hill, Inc. ("CH2M Hill ") to provide
general related services, work schedule and construction management
services in connection with power and energy projects on a task basis;
and
WHEREAS, the City and CM2M Hill desire to enter into a master
agreement setting forth the terms and conditions under which CHM2 Hill
shall perform the services requested by the Light & Power Department
from time -to -time under a task order mechanism for a period of five (5)
years; and
WHEREAS, the City Council of the City has determined that,
pursuant to the provisions of subsection (a) of Section 2.27 of the
Vernon City Code, it is in the public interest and necessity to enter
into an agreement with CH2M Hill to enhance services provided to the
Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE:
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
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and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Standard Master Agreement for Professional Services with
CH2M Hill, in substantially the same form as the copy which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel-, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement to CH2M Hill.
SECTION 6: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to execute the
task orders and any and all documents as shall be necessary or
required to implement and carry out the Agreement and to perform such
other acts and deeds as may be deemed necessary or advisable to effect
the purposes of Agreement and the transactions therein authorized.
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SECTION 7: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 23 rd day of February, 2009.
ATTEST:
MANOELA GIRON,-t-fit� �lerk
Name: Leonis C. Malburg
Title: Mayor
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9866, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, February 23, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GIRO , City Clerk
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10 a 0 1 An
4114 0 1 �j 01 v -I ail
MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF VERNON
AND
CH2M HILL
TABLE OF CONTENTS
C112M HILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1. SERVICES GENERALLY I
ARTICLE 2. COMPENSATION I
ARTICLE 3. TERMS OF PAYMENT 1
3.1 Invoices 1
3.2 Time of Payment 1
3.3 Delay in Payment I
ARTICLE 4. OBLIGATIONS OF CH2M HILL 2
4.1 Independent Contractor; Subcontracts
4.2 Standard of Care
4.3 Subsurface Investigations
4.4 CH2M HILL's Personnel at Construction Site
4.5 Opinions of Cost, Financial Considerations, and Schedules
4.6 Construction Progress Payments
4.7 Record Drawings
4.8 Access to C112M HILL's Accounting Records
4.9 CH2M HILL's Insurance
ARTICLE 5. OBLIGATIONS OF CLIENT ---------------
5.1 Client -Furnished Data
5.2 Access to Facilities and Property
5.3 Advertisements, Permits, and Access
5.4 Timely Review
5.5 Prompt Notice
5.6 Asbestos or Hazardous Substances
5.7 Contractor Indemnification and Claims
5.8 CLIENT's Insurance
5.9 Litigation Assistance
5.10 Changes
ARTICLE 6. GENERAL LEGAL PROVISIONS ..........................................................
6.1 Authorization to Proceed
6.2 Re -use of Project Documents
6.3 Delay ,
6.4 Limitations of Liability
6.5 Termination
6.6 Suspension, Delay, or Interruption of Work
6.7 No Third -Party Beneficiaries
6.8 Indemnification
6.9 Assignment
6.10 Waiver
6.11 Jurisdiction
6.12 Severability and Survival
6.13 Materials and Samples
6.14 CH2M HILL's Deliverables
6.15 Dispute Resolution
ARTICLE 7. ATTACHMENTS, SCHEDULES, AND SIGNATURES .........................
ATTACHMENTA .......................................... _._ -------------
I . Construction Obligations
2. Safety
3. Warranties and Completion
4. Unknown Conditions
5. Substantial Completion
7. Site
8. Substantial Completion, Acceptance, and Final Payment
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INC MSA TABLE OF CONTENTS
VERSION 2-03
CH2MHILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement, effective this 23rd day of February 20 0 9 for a period of 5 years, is between:
CLIENT: City of Vernon
4305 S. Santa Fe Ave
Vernon, CA 90058
and C112M HILL, INC., ("CH2M HILL")
9191 S. Jamaica Street P. 0. Box 22508
Englewood, Colorado 80112 Denver, CO 80222-0508
for services to be performed on a Task Order basis with respect to:
Environmental and engineering support services in as requested by the City of Vernon
ARTICLE 1. SERVICES GENERALLY
CH2M HILL shall furnish such engineering and related services, construction management, and subject to the
provisions of Paragraph 6.9. 1, perform such construction work as CLIENT may request from time to time ("Services").
The particular project ("Project"), specific Services, work schedule, and cost or estimated cost will be mutually agreed
and set forth in a Task Order issued by CLIENT under this Agreement. Each Task Order will specifically refer to and
incorporate this Agreement by reference. The provisions of this Agreement and of Attachment A shall apply to Task
Orders requiring construction.
ARTICLE 2. COMPENSATION
For performance of the Services, CLIENT will compensate CH2M HILL pursuant to the Compensation Schedule
identified in Article 7, if any, and to the pertinent Task Order.
ARTICLE 3. TERMS OF PAYMENT
3.1 Invoices
CH2M HILL will submit invoices for each Task Order to CLIENT each month covering Services completed to date and,
and as applicable, for materials and equipment delivered and stored on -site or off -site. Each invoice will be prepared in
CH2M HILL's standard form and supported by documentation according to CH2M HILL's standard practice. Within
10 days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums which it may reasonably
dispute or contest. If the parties are unable to resolve the matter within 15 days, only that portion so reasonably
contested may be withheld from payment.
3.2 Time of Payment
Invoices are due and payable within 30 days after receipt by CLIENT.
3.3 Delay in Payment
If CLIENT fails to pay CH2M HILL within 30 calendar days after receipt of any invoice, CH2M HILL will be entitled
any or all to the following:
3.3.1 Interest
CLIENT will be charged interest at the rate of 1- 1/2% per month, or that permitted by law if lesser, on all past -due
amounts starting 30 calendar days after receipt of invoice. Payments will first be credited to interest and then to
principal.
3.3.2 Suspension of Work
If CLIENT fails to make payment in full within 30 calendar days of the date due for any undisputed billing, CH2M
HILL may, after giving 7 calendar days' written notice to CLIENT, suspend services under this Agreement until
paid in full, including interest. In the event of suspension of services, CH2M HILL will have no liability to
CLIENT for delays or damages caused by CLIENT because of such suspension. CH2M HILL shall be entitled to
an adjustment in compensation and the work schedule for the affected Task Order pursuant to Article 6.3.
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ARTICLE 4. OBLIGATIONS OF C112M HILL
4.1 Independent Contractor; Subcontracts
4.1.1 CH2M HILL represents that it is an independent contractor and will perform services pursuant to each
Task Order as an independent contractor and not as an agent or employee of CLIENT.
4.1.2 CH2M HILL may retain such other subconsultants or subcontractors as it may deem desirable for proper
and timely performance of Services. CH2M HILL shall be responsible for the management of the subcontractors
and subconsultants in the performance of their work.
4.2 Standard of Care
The standard of care applicable to CH2M HILL's engineering or related 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 said
services are performed. CH2M HILL will reperform any engineering or related services not meeting this standard
without additional compensation.
4.3 Subsurface Investigations
In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly
bet�veen successive test points and sample intervals and at locations other than where observations, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect total Task Order cost and/or execution. These conditions and
cost/execution effects are not the responsibility of CH2M HILL.
4.4 CH2M HILL's Personnel at Construction Site
4.4.1 The presence or duties of CH2M HILL's personnel at a construction site, whether as onsite
representatives or otherwise, do not make CH2M HILL or CH2M HILL's personnel in any way responsible for
those duties that belong to CLIENT and/or the construction contractors or other entities, 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 necessary for coordinating and
completing all portions of the construction work in accordance with the construction contract documents and any
health or safety precautions required by such construction work.
4.4.2 CH2M HILL and CH2M HILL's personnel have no authority to exercise any control over any
construction contractor or other entity or their employees in connection with their work or any health or safety
precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety
deficiencies of the construction contractor(s) or other entity or any other persons at the site except CH2M HILL's
own personnel.
4.4.3 The presence of CH2M HILL's personnel at a construction site is for the purpose of providing to
CLIENT a greater degree of confidence that the completed construction work will conforin generally to the
construction documents and that the integrity of the design concept as reflected in the construction documents has
been implemented and preserved by the construction contractor(s). CH2M HILL neither guarantees the
performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to
perform work in accordance with the construction documents.
4.5 Opinions of Cost, Financial Considerations, and Schedules
In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the Project, CH2M
HILL has no control over cost or price of labor and materials; 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, CH2M HILL makes no warranty that CLIENT's actual
Project costs, financial aspects, economic feasibility, or schedules will not vary from CH2M HILL's opinions, analyses,
projections, or estimates. If CLIENT wishes greater assurance as to any element of Project cost, feasibility, or schedule,
CLIENT will employ an independent cost estimator, contractor, or other appropriate advisor.
4.6 Construction Progress Payments
Recommendations by CH2M HILL to CLIENT for periodic construction progress payments to the construction
contractor(s) will be based on CH2M HILL's knowledge, infori-nation, 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 CH2M HILL to ascertain that the construction contractor(s) have completed the work in exact
accordance with the construction documents; that the final work will be acceptable in all respects; that CH2M HILL has
made an examination to ascertain how or for what purpose the construction contractor(s) have used the moneys paid;
that title to any of the work, materials, or equipment has passed to CLIENT free and clear of liens, claims, security
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VERSION 2-03
interests, or encumbrances; or that there are not other matters at issue between CLIENT and the construction contractors
that affect the amount that should be paid.
4.7 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, or exact manner in which the Project was
finally constructed. CH2M HILL is not responsib le for any errors or omissions in the information from others that is
incorporated into the record drawings.
4.8 Access to CH2M HILL's Accounting Records
CH2M HILL will maintain accounting records, in accordance with generally accepted accounting principles. Records
relating to a Task Order will be available to CLIENT during CH2M HILL's normal business hours for a period of I year
after CH2M HILL's final invoice pursuant to that Task Order for examination to the extent required to verify the direct
costs (excluding established or standard allowances and rates) incurred hereunder. Only audit cost -reimbursable items
will be subject to audit.
4.9 CH2M HILL's Insurance
4.9.1 C112M HILL will maintain throughout this Agreement the following insurance:
(a) Worker's compensation employer's liability insurance as required by the state where the work is
performed and Employer's Liability with a limit of $ 1,000,000.
(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
damage to property of others arising out of any covered negligent act or omission of CH2M
HILL or of any of its employees, agents, or subcontractors, with $1,000,000 per occurrence and
in the aggregate.
(d) When furnishing engineering or engineering related services, professional liability insurance of
$1,000,000 per occurrence and in the aggregate.
(e) When performing construction, Builder's Risk All Risk as described in Paragraph 5.8.3.
4.9.2 CLIENT will be named as an additional insured with respect to CH2M HILL's liabilities hereunder in
insurance coverages identified in items (b), (c) and (e) and CH2M HILL waives subrogation against CLIENT as
to said policies. All insurance certificates will provide that the insurance carrier will give CLIENT 30 days'
notice of cancellation of the policies.
ARTICLE 5. OBLIGATIONS OF CLIENT
5.1 Client -Furnished Data
CLIENT will provide to CH2M HILL all data in CLIENT's possession relating to CH2M HILL's Services. CH2M HILL
will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT.
5.2 Access to Facilities and Property
CLIENT will make its facilities accessible to CH2M HILL as required for CH2M HILL's performance of its services
and will provide labor and safety equipment as required by CH2M HILL for such access. CLIENT will perform, at no
cost to CH2M HILL, such tests of equipment, machinery, pipelines, and other components of CLIENT's facilities as may
be required in connection with CH2M HILL's services. I
5.3 Advertisements, Permits, and Access
Unless otherwise agreed to in the Task Order, CLIENT will obtain, arrange, and pay for all advertisements for bids;
permits and licenses required by local, state, or federal authorities; and land, casements, rights -of -way, and access
necessary for CH2M HILL's services or Project construction.
5.4 Timely Review
CLIENT will examine CH2M HILL'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.
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5.5 Prompt Notice
CLIENT will give prompt written notice to CH2M HILL whenever CLIENT observes or becomes aware of any
development that affects the scope or timing of CH2M HILL's Services, or of any defect in the work of CH2M HILL or
construction contractors.
5.6 Asbestos or Hazardous Substances
5.6.1 If asbestos or hazardous substances in any form are encountered or suspected, CH2M HILL will stop its
own work in the affected portions of the Project to permit testing and evaluation.
5.6.2 If asbestos is suspected, CH2M HILL will, if requested, manage the asbestos remediation activities,using
a qualified subcontractor at an additional fee and contract terms to be negotiated.
5.6.3 If hazardous substances other than asbestos are suspected, CH2M HILL will, if requested, conduct tests to
determine the extent of the problem and will perforrn the necessary studies and recommend the necessary
remedial measures at an additional fee and contract terms to be negotiated.
5.6.4 Client recognizes that CH2M HILL assumes no risk and/or liability for a waste or hazardous waste site
originated by other than CH2M HILL.
5.7 Contractor Indemnification and Claims
5.7.1' CLIENT agrees to include the following in all construction contracts with contractors not affiliated with
CH2M HILL:
(a) the provisions of Article 4.4, CH2M HILL's Personnel at Construction Site,:
(b) the provisions of Article 5.7.3 regarding direct actions against CH2M HILL;
(c) and provisions providing contractor indemnification of CLIENT and CH2M HILL for contractor's
negligence.
5.7.2 CLIENT shall require construction contractor(s) to name CLIENT and CH2M HILL as additional
insureds on the contractor's general liability insurance policy.
5.7.3 CLIENT agrees to include the following clause in all contracts with equipment or materials suppliers:
Contractors, subcontractors, and equipment and material suppliers on the Project, or their sureties, shall maintain
no direct action against CH2M HILL, CH2M HILL's officers, employees, affiliated corporations, and
subcontractors for -any claim arising out of, in connection with, or resulting from the CH2M HILL services
performed. CLIENT will be the only beneficiary of any undertaking by CH2M HILL."
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 Project.
5.8.2 CLIENT will provide for a waiver of subrogation as to all Client -carried property damage insurance,
during construction and thereafter, in favor of CH2M HILL, CH2M HILL's officers, employees, affiliates, and
subcontractors.
5.8.3 CLIENT will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance
policy for the full replacement value of all Project work including the value of all onsite CLIENT-fumisbed
equipment and/or materials associated with CH2M HILL's services. Such policy will include coverage for loss
due to defects in materials and workmanship and errors in design, and will provide a waiver of subrogation as to
CH2M HILL and the construction contractor(s) (or CLIENT), and their respective officers, employees, agents,
affiliates, and subcontractors. CLIENT will provide CH2M HILL a copy of such policy.
5.9 Litigation Assistance
Article 1, Services Generally, does not include costs of CH2M HILL 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 CH2M HILL by CLIENT, except for suits or claims between the parties to this Agreement, will be
reimbursed as mutually agreed.
5.10 Changes
CLIENT may make or approve changes within the scope of Services under a Task Order. If such changes affect CH2M
HILL's cost of or time for perfornance of the Services, an equitable adjustment will be made through an amendment to
the affected Task Order.
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ARTICLE 6. GENERAL LEGAL PROVISIONS
6.1 Authorization to Proceed
Execution of the Task Order by CLIENT will be authorization for CH2M HILL to proceed with the Services, unless
otherwise provided in the Task Order.
6.2 Reuse of Project Documents
All reports, drawings, specifications, documents, and other deliverables of CH2M HILL, whether in bard copy or in
electronic form, are instruments of service for the pertinent Task Order, whether the Task Order is completed or not.
CLIENT agrees to indemnify CH2M HILL and CH2M HILL's officers, employees, subcontractors, and affiliated
corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's
fees arising out of or related to the unauthorized reuse, change or alteration of these Task Order documents.
6.3 Delay
In the event CH2M HILL is delayed in performance of Services by any act or neglect of CLIENT or anyone for whom
CLIENT is responsible or by Acts of God, strikes,'/lockouts, accidents, or other events beyond the control of C112M
HILL, then CH2M HIILL's compensation and the work schedule for the affected Task Order shall be equitably adjusted.
In the event delays to the Task Order work is encountered for any reason, the parties agree to undertake reasonable steps
to mitigate the effect of such delays.
6.4 Limitations of Liability
6.4.1 To the maximum extent permitted by law, C112M HILL's liability for CLIENT's damages under any Task
Order will not, in the aggregate, exceed the Task Order value, whether such liability arises out of breach of
contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action.
6.4.2 To the maximum extent permitted by law, CH2M HILL and CH2M HILL'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 CH2M HILL against indirect liability or third -
party proceedings, CLIENT will indemnify CH2M HILL for any such damages.
6.4.3 This article takes precedence over any conflicting article of this Agreement or any document incorporated
into it or referenced by it.
6.5 Termination
6.5.1 This Agreement may be terminated for convenience on 30 calendar 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 calendar days of written notice and diligently complete the correction thereafter.
6.5.2 On termination, CH2M HILL will be paid for all authorized Services 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.
6.6 Suspension, Delay, or Interruption of Work
CLIENT may suspend, delay, or interrupt the Services of CH2M HILL under a Task Order for the convenience of
CLIENT. In such event, CH2M HILL's compensation and the work schedule for the affected Task Order shall be
equitably adjusted.
6.7 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.
6.8 Indemnification
6.8.1 CH2M HILL agrees to indemnify CLIENT for any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily
injury, including death, to the proportionate extent caused by the negligence or willful misconduct of C112M
HILL, CH2M HILL's employees, affiliated corporations, and subcontractors in connection with Services
performed under Task Order issued hereunder.
6.8.2 Client agrees to indemnify CH2M HILL from any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily,
injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CLIENT, or
its employees or contractors in connection with Task Orders issued hereunder.
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6.9 Assignment
6.9.1 CH2M HILL represents that it performs construction only to the extent to which the construction is
ancillary to other work under a Task Order, and that an affiliated - company is authorized and qualified to perform
substantial construction. When, in CH2M HILL's sole opinion, work -under a Task Order constitutes substantial
construction, CH2M HILL will assign the Task Order and all of its rights and obligations thereunder to its
affiliate. CLIENT shall accept such assignment and release CH2M HILL from any obligation whatsoever with
respect to that Task Order.
6.9.2 Except as provided in Paragraph 6.9. 1, this Agreement and Task Orders issued pursuant to it are bilateral
personal services agreements. 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 or Task Order issued pursuant to it, whether arising in tort,
contract or otherwise, without the written consent of the other party. 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.
6.10 Waiver
CLIENT waives all claims against CH2M HILL, including those for latent defects, that are not brought within 2 years of
substantial completion of the facility designed or final payment to CH2M HILL, whichever is earlier or, in the event of a
Task Order requiring substantial construction, within two years after expiration of the warranty period.
6.11 Jurisdiction
The substantive law of the state of the Task Order Services shall govern the validity of this Agreement, its interpretation
and performance, and any other claims related to it.
6.12 Severability and Survival
If any of the provisions of this Agreement are held for any reason to be invalid, illegal, 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.
6.13 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 calendar days of Task Order close-out 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.
6.14 C112M HILL's Deliverables
CH2M HILL's deliverables, including record drawings, are limited to the sealed and signed hard copies. Computer -
generated drawing files fumished by CH2M HILL are for CLIENT or others' convenience. Any conclusions or
information derived or obtained from these files will be at user's sole risk.
6.15 Dispute Resolution
The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution
options.
ARTICLE 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. Attachments and
schedules on the date of contracting:
Attachment A Construction Supplement
IN WITNESS WHEREOF, the parties execute below:
ForCLIENT: City of Vernon
0
Mayor Mayor Pro—Tem
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ATTEST:
By:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Name
For CH2M HILL INC.:
By:
Name
Name
Title
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ATTACHMENT A
CONSTRUCTION SUPPLEMENT
The parties agree that the following terms and conditions shall supplement the terms and conditions of the Agreement
when a Task Order requires CH2M HILL to perform construction work. In the event of ambiguity or conflict with the
terms and conditions of the Agreement, these provisions shall govern.
1. Construction Obligations
CH2M HILL shall furnish all supervision and labor, materials, tools, equipment, unloading, taxes, insurance and other
things necessary to perform and complete the Task Order.
2. Safety
CH2M HILL shall take necessary precautions for the safety of its employees on the Project, and shall comply with all
applicable provisions of federal, state and municipal safety laws to prevent accidents or injury to persons on, about or
adjacent to the site. CH2M HILL, directly or through its Subcontractors, shall erect and properly maintain at all times,
as required by the conditions and progress of the Task Order, necessary safeguards for the protection of workers and the
public. CH2M HILL, however, shall not be responsible for the elimination or abatement of safety hazards created or
otherwise resulting from work at the site carried on by CLIENT or its employees, agents, separate contractors or tenants.
CLIENT agrees to cause its employees, agents, separate contractors and tenants to abide by and fully adhere to all
applicable provisions of federal, state and municipal safety laws and regulations. The above provision shall not relieve
CH2M HILL's subcontractors of their responsibility for the safety of persons or property in the performance of their
work, nor for compliance with all applicable provisions of relevant laws.
3. Warranties and Completion
CH2M HILL warrants that all materials and equipment furnished under this Agreement and the pertinent Task Order
will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from
defective workmanship and materials. Warranties shall commence on the date of Substantial Completion of the Task
Order or of a designated portion. CH2M HILL agrees to correct all construction performed under this Agreement which
proves to be defective in workmanship and materials within a period of one year from the date of Substantial
Completion or for such longer periods of time as may be set forth with respect to specific warranties required by the
Contract Documents.
Those products, equipment, systems or materials incorporated in the Task Order at the direction of or upon the specific
request of CLIENT shall be covered exclusively by the warranty of the manufacturer. There are no warranties that
extend beyond the description on the face thereof.
All other warranties, express or implied, including any warranty of merchantability and any
warranty of fitness for a particular purpose are expressly disclaimed.
4. Unknown Conditions
If in the performance of the Work CH2M HILL finds latent, concealed or subsurface physical conditions which differ
from the conditions CH2M HILL reasonably anticipated, or if physical conditions are materially different from those
normally encountered and generally recognized as inherent in the kind of work provided for in this Agreement, then
CH2M HILL's compensation and the work schedule of the affected Task Order shall be equitably adjusted by written
amendment to the Task Order within a reasonable time after the conditions are first observed.
5. Substantial Completion
Unless a date for Substantial Completion is previously agreed, when the drawings and specifications are sufficiently
complete, the parties shall establish a date of Substantial Completion and any agreed schedule shall be updated to reflect
such a date. CLIENT and CH2M HILL recognize that time is important in the performance of this Agreement and that
CLIENT will enjoy substantial benefit if the Task Order is completed by the Substantial Completion date set forth in any
agreed schedule. CH2M HILL shall use its best efforts to complete Services pursuant to each Task Order by the
Substantial Completion date. Substantial Completion of the Services, or of a designated portion, occurs on the date
when construction is sufficiently complete in accordance with the Contract Documents so that CLIENT can occupy or
utilize the Project, or a designated portion, for the use for which it is intended.
INC MSA -CONSTRUCTION SUPPLEMENT A-1
VERSION 2-03
6. Liens
CH2M HILL will promptly pay for all services, labor, material and equipment used or employed in performance of any
Task Order and will maintain the Project free and clear of Liens arising from its work. CLIENT will promptly give
CH2M HILL a copy of any Notice of Lien or claim received by CLIENT from any subcontractor or supplier engaged by
CH2M HILL or any of its subcontractors prior to final payment. As requested, CH2M HILL will furnish certification
that all of its obligations on the Project have been satisfied and that all claims and indebtedness have been paid.
7. Site
CLIENT will obtain, arrange and secure at its own expense all permits, licenses, approvals, legal or administrative
orders, deposits, land, easements, rights -of -way, and access necessary for CH2M HILL to perform the Task Order.
CH2M HILL may rely upon the accuracy of soils reports, subsurface investigations, legal limitations and legal
descriptions, and any other inforination provided by CLIENT. CLIENT shall furnish such information in its possession
as CH2M HILL may request and shall inuriediately transmit to CH2M HILL any new information and any changes in
plans resulting from such information. CLIENT shall be responsible for the location of any installation or underground
utilities.
8. Substantial Completion, Acceptance, and Final Payment
8(a). Substantial Completion CH2M HILL will notify CLIENT when the construction work is substantially
complete. Within 5 business days, CLIENT shall inspect the work and fumish a certificate of acceptance or notify
CH2M HILL in writing of any work requiring completion or correction. Upon Substantial Completion, CLIENT shall
pay CH2M HILL the unpaid balance of the Task Order price, less a sum equal to CH2M HILL's estimated cost of
completing any unfinished items. Each month thereafter, CLIENT shall pay CH2M HILL the amount retained for
unfinished items as each item is completed.
8(b). Acceptance and Final Payment Within five business days after receiving -notice from CH2M HILL that the
work is completed or corrected, CLIENT will issue a certificate of acceptance. Final payment will be due within 15 days
after the certificate of acceptance is issued. CH2M HILL shall be relieved of any further responsibility for the Services
under the Task Order except for reperformance pursuant to Paragraph A3 of this Construction Supplement. If CLIENT
fails to issue such certificate or notice within the specified time, the Services under the Task Order shall be deemed to be
accepted for all purposes hereunder.
8(c). Waiver of Claims Final payment shall constitute a waiver of all claims by Owner except those previously
made in writing and identified by Client as unsettled at the time of acceptance and those arising during the warranty
period pursuant paragraph A3. Acceptance of final payment shall constitute waiver of all claims by CH2M HILL
except those previously made in writing.
INC MSA -CONSTRUCTION SUPPLEMENT A-2
VERSION 2-03
TASK ORDER NO.
This Task Order is issued pursuant to the Standard Master Agreement for Professional Services dated:
which is incorporated herein by this reference, with respect to
I ("Project").
Specific Services:
Compensation Provisions:
Work Schedule:
The Authorized Representatives designated below are authorized to act with respect to the Task Order. Communications
between the parties shall be between parties and their consultants or subcontractors shall be through the Authorized
Representatives:
For the Client:
For CF12M HILL
Name:
Name:
Address:
Address:
Telephone:
Telephone
This Task Order No. I is effective this (date)
Accepted for C112M HILL by:
Accepted r Client by:
Name
Name
Title
Title
INC msA TASK ORDER
VERSION 2-03
ATTACHMENT
ENVIRONMENTAL REMEDIATION SUPPLEMENT
Client and CH2M HILL agree that the following provisions supplement the provisions of the Agreement and of
Attachment A when a Task Order requires remediation construction.
1.0 Additional Obligations of Client
1.1 Client's Warranties
1.1.1 Title to Wastes; No Violation
Client warrants that it holds clear title to all wastes to be treated, stored and/or disposed and is under no
legal restraint or order which would prohibit the treatment, storage and/or disposal of such wastes by any
transporter or disposal facility. Client further warrants that the Work to be performed by CH2M HILL does
not violate any final court order or any final ruling of any governmental agency of which Client has
knowledge.
1.1.2 Furnished Data
Client represents that it has furnished to CH2M HILL fall and complete information regarding the
requirements of the Work including, without limitation, soils reports, subsurface investigations, legal
limitations and legal descriptions. CH2M HILL may rely -upon the accuracy of this and any other
information provided by Client. Client shall furnish Such information in its possession as CH2M HILL may
request and shall immediately transmit to CH2M HILL any new information and any changes in plans
resulting from such information.
1.1.3 Rights of Way
Client warrants that any right-of-way provided by Client to/from the Site and to/from the most convenient
public way is sufficient to bear the weight of all of CH2M HILL's equipment and vehicles reasonably
required to -perform the Work. CH2M HILL shall not be responsible for any changes required to be made to
any private pavement or accompanying subsurface of any route for its performance of the Work, unless
otherwise specifically agreed. The reasonable cost of any repairs to roadways and rights -of -way arising out
of the normal wear and tear resulting from CH2M HILL's use thereof by its equipment during the
performance of the Work shall be reimbursable under Article 6.3.
1.2 Reporting
If Laws/Regulations require Client to report the results of any Work, Client shall be responsible for all such
reporting and shall indemnify and hold CH2M HILL harmless from any fines, penalties, assessments or other
costs, including reasonable attorney fees, resulting from Client's failure to report.
1.3 Underground Utilities
Client shall be responsible for the location of any installation or underground utilities.
1.4 Additional Indemnification
Client shall indemnify and hold harmless CH2M HILL, its directors, officers, employees, agents and
subcontractors against any and all liabilities, costs, or expenses, including reasonable attorney's fees, for claims,
demands and/or causes of action asserted and/or filed by third persons not parties to this Agreement, arising out of
or as a result of -
The presence of CH2M HILL or its subcontractors on the Site;
2. The completed Work by CH2M HILL, except to the extent that such liabilities, claims, demands,
causes of action, costs and expenses are caused by the negligence of CH2M HILL, its directors,
officers, agents, employees or subcontractors;
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
3. Soil, air, surface and ground -water pollution, gas or contamination emanating from the site;
4. Transportation and disposal of waste streams and residue;
5. Any liability arising out of Client's statutory status as generator of the waste streams, which status is
expressly retained by Client.
2.0 Safety The following provisions supplement the requirements of Paragraph A2 of Attachment A:
2.1 Disclosure
Perfon-nance of the Work may require disclosure pursuant to Laws/Regulations. If CH2M HILL determines that
reporting is required, it will give Client notice. Nothing contained in this paragraph shall be construed to impose
on C112M HILL any obligation to report the foregoing matters.
2.2 Client's Responsibility
All directions by Client shall comply with laws/regulations. If CH2M HILL believes that compliance with any
direction by Client would violate any Laws/Regulations, then CH2M HILL shall not be required to comply with it
and shall so advise Client. If Client fails to modify its directions within 10 days after CH2M HILL's notice to
Client or if Client fails to report to governmental authorities any matter which Client is required by
Laws/Regulation to report, then CH2M HILL shall have the right to suspend the Work, which delay shall be
attributable to Client, or to terminate the Agreement pursuant to Article 6.5 of the Agreement.
2.3 Other Contractors; Waiver
If Client contracts with others for the performance of other work on the site, Client will specify in writing the
extent of authority of each contractor. CH2M HILL will not be responsible for procedures or adequacy of health
and safety measures of such other contractors. If CH2M HILL observes any employee of any other such
contractor engaging in an act or procedure which could result in injury or death or which CH2M HILL believes to
violate any applicable Law or Regulation and such condition persists after it is brought to Client's attention, then
upon notice to Client, CH2M HILL and its subcontractors shall have the right to cease all work on the Project until
the condition is corrected. CH2M HILL will not be liable for any cost or expense resulting from such work
stoppage and Client waives, on behalf of itself and other contractors on the site with whom it has contracted, any
claim against CH2M HILL with respect to same.
3.0 Changes in Laws
If changes in Laws/Regulations not known or foreseeable on the date of receipt of proposals have an effect on the cost
or time of performance, the price and time for performance of the Task Order shall be equitably adjusted pursuant to
Article 5. 10 of the Agreement.
4.0 Warranty
The following sentence replaces the first sentence of Article 4.2 of the Agreement:
CH2M HILL will perform the Work in compliance with applicable Laws/ Regulations and
according to practices observed by other remediation design or construction firms performing
similar work.
5.0 Limitation of Scope of Services
Client acknowledges that, except to the extent included in the Work, CH2M HILL has had no role in
generating, treating, storing or disposing of Hazardous Materials which may be present at the Project Site and
CH2M HILL has not benefited from the processes that produced such Hazardous Materials. No Hazardous
Materials encountered by CH2M HILL in performing, or associated with, the Work shall at any time be or
become the property of CH2M HILL. Any arrangements made by CH2M HILL for the treatment, storage,
transport or disposal of any hazardous materials are made solely and exclusively for the benefit of Client using
Client's EPA generator identification number(s) when required and'shall not result in any liability of
CH2M HILL under this agreement or with respect to the hazardous materials. Client shall handle all hazardous
materials in compliance with applicable laws and regulations and shall sign manifests and obtain generator
identification numbers when required by laws and regulations. If required by the contract documents,
CH2M HILL shall furnish the names of facilities currently licensed to accept hazardous materials, but it shall
be Client's sole responsibility to select those to be engaged. Nothing contained in this Agreement shall confer
on CH2M HILL the status of (a) a generator, Storer, disposer or treater of Hazardous Materials, (b) the party
who arranged for the disposal of Hazardous Materials, or (c) a Hazardous Materials disposal facility, as
provided in any Law or Regulation.
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
6.0 Insurance
CH2M HILL shall furnish the insurance coverage stated below in addition to that set forth in Article 4.9 of the
Agreement:
Contractor's Pollution Liability of $ 1,000,000 each claim and in the aggregate.
7.0 Hazardous Materials
The provisions of Paragraph A4 of Attachment A shall apply to non -hazardous materials and to Hazardous Materials
which are not identified in the Contract Documents as objects of remediation.
8.0 Hazardous Materials means asbestos, PCB's, petroleum, radioactive material and any other toxic substances, in
whatever form or states that is known or suspected to adversely effect the health and safety of humans or of animal or plant
organisms, or which are known or suspected to impair the environment in any way whatsoever and shall include but not be
limited to substances with the meanings provided in Section 4004 of the Solid Waste Disposal Act (42 USC 6903); Section
9601(14) of the Comprehensive Environmental Response, Compensation and Liability Act (42 USC 9601(14); as listed or
designated under Sections 1317 and 132 1 (b)(2)(a) of Title 33 (33 USC 1317 and 132 1 (b)(2)(a)) or as defined, designated or
listed under United States OSHA any other Federal, State or local law, regulation or ordinance concerning hazardous
materials.
9.0 Law/Regulations are any applicable laws, rules, regulations, ordinances, codes or orders of any and all governmental
bodies, agencies, authorities and courts having jurisdiction.
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 4, 2009
CH2M Hill, Inc.
Attn: Thomas J. Horst
Vice President, Industrial Systems
2485 Natomas Park Drive, Suite 600
Sacramento, CA 95833-2937
Re: Standard Master Agreement for Professional Services
Dear Mr. Horst:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement, as referenced above, approved by City
Council on February 23, 2009, through Resolution No. 9866.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan at 323/583-8811 ext. 834.
Very truly yours,
qNel -Gir5n
City Clerk
NG: dj
c: D. O'Callaghan
Purchasing Department
Resolution No. 9866
Agreement File No. 09-034
EiCcfusive(y industfiaf
MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF VERNON
AND
C112M HILL
TABLE OF CONTENTS
C112M HILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1. SERVICES GENERALLY .................................................................................................................... 1
ARTICLE2. COMPENSATION .................................................................................................................................
I
ARTICLE3. TERMS OF PAYMENT ........................................................................................................................
1
3.1
Invoices
I
3.2
Time of Payment
1
3.3
Delay in Payment
1
ARTICLE 4. OBLIGATIONS OF CH2M HILL .........................................................................................................
2
4.1
Independent Contractor; Subcontracts
2
4.2
Standard of Care
2
4.3
Subsurface Investigations
2
4.4
CH2M HILL's Personnel at Construction Site
2
4.5
Opinions of Cost, Financial Considerations, and Schedules
2
4.6
Construction Progress Payments
2
4.7
Record Drawings
3
4.8
Access to CH2M HILL's Accounting Records
3
4.9
C112M HILL's Insurance
3
ARTICLE 5. OBLIGATIONS OF CLIENT ................................................................................................................
3
5.1
Client -Furnished Data
3
5.2
Access to Facilities and Property
3
5.3
Advertisements, Permits, and Access
3
5.4
Timely Review
3
5.5
Prompt Notice
3
5.6
Asbestos or Hazardous Substances
4
5.7
Contractor Indemnification and Claims
4
5.8
CLIENT'S Insurance
4
5.9
Litigation Assistance
4
5.10
Changes
4
ARTICLE 6. GENERAL LEGAL PROVISIONS .......................................................................................................
4
6.1
Authorization to Proceed
4
6.2
Reuse of Project Documents
5
6.3
Delay
5
6.4
Limitations of Liability
5
6.5
Termination
5
6.6
Suspension, Delay, or Interruption of Work
5
6.7
No Third -Party Beneficiaries
5
6.8
Indemnification
5
6.9
Assignment
5
6.10
Waiver
6
6.11
Jurisdiction
6
6.12
Severability and Survival
6
6.13
Materials and Samples
6
6.14
C112M HILL's Deliverables
6
6.15
Dispute Resolution
6
ARTICLE 7. ATTACHMENTS, SCHEDULES, AND SIGNATURES .....................................................................
6
ATTACHMENTA ..................................................................................................................................................
A-1
I .
Construction Obligations
A-1
2.
Safety
A-1
3.
Warranties and Completion
A-1
4.
Unknown Conditions
A-1
5.
Substantial Completion
A-1
7.
Site
A-2
8.
Substantial Completion, Acceptance, and Final Payment
A-2
INC MSA TABLE OF CONTENTS
VERSION 2-03
CH2MHILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement, effective this 23rd day of February 2009, for a period of 5 years, is between:
CLIENT: City of Vernon
4305 S. Santa Fe Ave
Vernon, CA 90058
and CH2M HILL, INC., ("CH2M HILL")
9191 S. Jamaica Street
Englewood, Colorado 80112
P. 0. Box 22508
Denver, CO 80222-0508
for services to be performed on a Task Order basis with respect to:
Environmental and engineering support services in as requested by the City of Vernon
ARTICLE 1. SERVICES GE NERALLY
CH2M HILL shall furnish such engineering and related services, construction management, and subject to the provisions
of Paragraph 6.9. 1, perform such construction work as CLIENT may request from time to time ("Services"). The
particular project ("Project"), specific Services, work schedule, and cost or estimated cost will be mutually agreed and set
forth in a Task Order issued by CLIENT under this Agreement. Each Task Order will specifically refer to and
incorporate this Agreement by reference. The provisions of this Agreement and of Attachment A shall apply to Task
Orders requiring construction.
ARTICLE 2. COMPENSATION
For performance of the Services, CLIENT will compensate CH2M HILL pursuant to the Compensation Schedule
identified in Article 7, if any, and to the pertinent Task Order.
ARTICLE 3. TERMS OF PAYMENT
3.1 Invoices
CH2M HILL will submit invoices for each Task Order to CLIENT each month covering Services completed to date and,
and as applicable, for materials and equipment delivered and stored on -site or off -site. Each invoice will be prepared in
CH2M HILL's standard form and supported by documentation according to CH2M HILL's standard practice. Within 10
days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums which it may reasonably dispute or
contest. If the parties are unable to resolve the matter within 15 days, only that portion so reasonably contested may be
withheld from payment.
3.2 Time of Payment
Invoices are due and payable within 30 days after receipt by CLIENT.
3.3 Delay in Payment
If CLIENT fails to pay CH2M HILL within 30 calendar days after receipt of any invoice, CH2M HILL will be entitled
any or all to the following:
3.3.1 Interest
CLIENT will be charged, interest at the rate of 1-1/2% per month, or that permitted by law if lesser, on all past -due
amounts starting 30 calendar days after receipt of invoice. Payments will first be credited to interest and then to
principal.
3.3.2 Suspension of Work
If CLIENT fails to make payment in full within 30 calendar days of the date due for any undisputed billing, CH2M
HILL may, after giving 7 calendar days' written notice to CLIENT, suspend services under this Agreement until
paid in full, including interest. In the event of suspension of services, CH2M HILL will have no liability to CLIENT
for delays or damages caused by CLIENT because of such suspension. CH2M HILL shall be entitled to an
adjustment in compensation and the work schedule for the affected Task Order pursuant to Article 6.3.
INC MSA
VERSION 2-03
ARTICLE 4. OBLIGATIONS OF C112M HILL
4.1 Independent Contractor; Subcontracts
4.1.1 CH2M HILL represents that it is an independent contractor and will perform services pursuant to each Task
Order as an independent contractor and not as an agent or employee of CLIENT.
4.1.2 CH2M HILL may retain such other subconsultants or subcontractors as it may deem desirable for proper
and timely performance of Services. C112M HILL shall be responsible for the management of the subcontractors
and subconsultants in the performance of their work.
4.2 Standard of Care
The standard of care applicable to CH2M HILL's engineering or related 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 said
services are perfon-ned. CH2M HILL will reperform any engineering or related services not meeting this standard
without additional compensation.
4.3 Subsurface Investigations
In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly
between successive test points and sample intervals and at locations other than where observations, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect total Task Order cost and/or execution. These conditions and
cost/execution effects are not the responsibility of CH2M HILL.
4.4 C112M HILL's Personnel at Construction Site
4.4.1 The presence or duties of CH2M HILL's personnel at a construction site, whether as onsite
representatives or otherwise, do not make CH2M HILL or CH2M HILL's personnel in any way responsible for
those duties that belong to CLIENT and/or the construction contractors or other entities, 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 necessary for coordinating and
completing all portions of the construction work in accordance with the construction contract documents and any
health or safety precautions required by such construction work.
4.4.2 CH2M HILL and CH2M HILL's personnel have no authority to exercise any control over any
construction contractor or other entity or their employees in connection with their work or any health or safety
precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety
deficiencies of the construction contractor(s) or other entity or any other persons at the site except CH2M HILL's
own personnel.
4.4.3 The presence of CH2M HILL's personnel at a construction site is for the purpose of providing to
CLIENT a greater degree of confidence that the completed construction work will conform generally to the
construction documents and that the integrity of the design concept as reflected in the construction documents has
been implemented and preserved by the construction contractor(s). CH2M HILL neither guarantees the
performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to
perform work in accordance with the construction documents.
4.5 Opinions of Cost, Financial Considerations, and Schedules
In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the Project, CH2M
HILL has no control over cost or price of labor and materials; 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, C112M HILL makes no warranty that CLIENT's actual
Project costs, financial aspects, economic feasibility, or schedules will not vary from CH2M HILL's opinions, analyses,
projections, or estimates. If CLIENT wishes greater assurance as to any element of Project cost, feasibility, or schedule,
CLIENT will employ an independent cost estimator, contractor, or other appropriate advisor.
4.6 Construction Progress Payments
Recommendations by CH2M HILL to CLIENT for periodic construction progress payments to the construction
contractor(s) will be based on CH2M HILL's knowledge, information, and belief from selective sampling that the work
has progressed td the point indicated. Such recommendations do not represent that continuous or detailed examinations
have been made by CH2M HILL to ascertain that the construction contractor(s) have completed the work in exact
accordance with the construction documents; that the final wor ' k will be acceptable in all respects; that CH2M HILL has
made an exam m*ation to ascertain how or for what purpose the construction contractor(s) have used the moneys paid; that
title to any of the work, materials, or equipment has passed to CLIENT free and clear of liens, claims, security interests,
INC MSA
VERSION 2-03
or encumbrances; or that there are not other matters at issue between CLIENT and the construction contractors that affect
the amount that should be paid.
4.7 Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled and fai-nished by others, and
may not always represent the exact location, type of various components, or exact manner in which the Project was
finally constructed. CH2M HILL is not responsible for any errors or omissions in the information from others that is
incorporated into the record drawings.
4.8 Access to C112M HILL's Accounting Records
CH2M HILL will maintain accounting records, in accorda nke with generally accepted accounting principles. Records
relating to a Task Order will be available to CLIENT during CH2M HILIJs normal business hours for a period of I year
after CH2M HILL's final invoice pursuant to that Task Order for examination to the extent required to verify the direct
costs (excluding established or standard allowances and rates) incurred hereunder. Only audit cost-reiinbursable items
will be subject to audit.
4.9 C112M HILL's Insurance
4.9.1 CH2M HILL will maintain throughout this Agreement the following insurance:
(a) Worker's compensation employer's liability insurance as required by the state where the work is
performed and Employer's Liability with a limit of $ 1,000,000.
(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
damage to property of others arising out of any covered negligent act or omission of CH2M HILL
or of any of its employees, agents, or subcontractors, with $ 1,000,000 per occurrence and in the
aggregate.
(d) When famishing engineering or engineering related services, professional liability insurance of
$ 1,000,000 per occurrence and in the aggregate.
(e) When performing construction, Builder's Risk All Risk as described in Paragraph 5.8.3.
4.9.2 CLIENT will be named as an additional insured with respect to CH2M HILL's liabilities hereunder in
insurance coverages identified in items (b), (c) and (e) and C112M HILL waives subrogation against CLIENT as to
said policies. All insurance certificates will provide that the insurance carrier will give CLIENT 30 days' notice of
cancellation of the policies.
ARTICLE 5. OBLIGATIONS OF CLIENT
5.1 Client -Furnished Data
CLIENT will provide to CH2M HILL all data in CLIENT's possession relating to CH2M HILL's Services. CH2M HILL
will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT.
5.2 Access to Facilities and Property
CLIENT will make its facilities accessible to CH2M HILL as required for CH2M HILL's performance of its services and
will provide labor and safety equipment as required by CH2M HILL for such access. CLIENT will perform, at no cost to
CH2M HILL, such tests of equipment, machinery, pipelines, and other components of CLIENT's facilities as may be
required in connection with CH2M HILL's services.
5.3 Advertisements, Permits, and Access
Unless otherwise agreed to in the Task Order, 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 CH2M HILL's services or Project construction.
5.4 Timely Review
CLIENT will examine CH2M HILL'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.
5.5 Prompt Notice
CLIENT will give prompt written notice to CH2M HILL whenever CLIENT observes or becomes aware of any
development that affects the scope or timing of CH2M HILL's Services, or of any defect in the work of CH2M HILL or
construction contractors.
INC MSA
VERSION 2-03
5.6 Asbestos or Hazardous Substances
5.6.1 If asbestos or hazardous substances in any form are encountered or suspected, CH2M HILL will stop its
own work in the affected portions of the Project to permit testing and evaluation.
5.6.2 If asbestos is suspected, CH2M HILL will, if requested, manage the asbestos remediation activities using a
qualified subcontractor at an additional fee and contract terms to be negotiated. I
5.6.3 If hazardous substances other than asbestos are suspected, CH2M HILL 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.
5.6.4 Client recognizes that CH2M HILL assumes no risk and/or liability for a waste or hazardous waste site
originated by other than CH2M HILL.
5.7 Contractor Indemnification and Claims
5.7.1 CLIENT agrees to include the following in all construction contracts with contractors not affiliated with
CH2M HILL:
(a) the provisions of Article 4.4, C112M HILUs Personnel at Construction Site,:
(b) the provisions of Article 5.7.3 regarding direct actions against CH2M HILL;
(c) and provisions providing contractor indemnification of CLIENT and CH2M HILL for contractor's
negligence.
5.7.2 CLIENT shall require construction contractor(s) to name CLIENT and CH2M HILL as additional insureds
on the contractor's general liability insurance policy.
5.7.3 CLIENT agrees to include the following clause in all contracts with equipment or materials suppliers:
Contractors, subcontractors, and equipment and material suppliers on the Project, or their sureties, shall maintain
no direct action against CH2M HILL, CH2M HILL's officers, employees, affiliated corporations, and
subcontractors for any claim arising out of, in connection with, or resulting from the CH2M HILL services
performed. CLIENT will be the only beneficiary of any undertaking by CH2M HILL."
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 Project.
5.8.2 CLIENT will provide for a waiver of subrogation as to all Client -carried property damage insurance,
during construction and thereafter, in favor of CH2M HILL, CH2M HILUs officers, employees, affiliates, and
subcontractors.
5.8.3 CLIENT will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance
policy for the full replacement value of all Project work including the value of all onsite CLIENT -furnished
equipment and/or materials associated with CH2M HILL's services. Such policy will include coverage for loss due
to defects in materials and workmanship and errors in design, and will provide a waiver of subrogation as to
CH2M HILL and the construction contractor(s) (or CLIENT), and their respective officers, employees, agents,
affiliates, and subcontractors. CLIENT will provide CH2M HILL a copy of such policy.
5.9 Litigation Assistance
Article 1, Services Generally, does not include costs of C112M HILL 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 CH2M HILL by CLIENT, except for suits or claims between the parties to this Agreement, will be
reimbursed as mutually agreed.
5.10 Changes
CLIENT may make or approve changes within the scope of Services under a Task Order. If such changes affect CH2M
HILL's cost of or time for perfornance of the Services, an equitable adjustment will be made through an amendment to the
affected Task Order.
ARTICLE 6. GENERAL LEGAL PROVISIONS
6.1 Authorization to Proceed
Execution of the Task Order by CLIENT will be authorization for CH2M HILL to proceed with the Services, unless
otherwise provided in the Task Order.
INC MSA
VERSION 2-03
6.2 Reuse of Project Documents
All reports, drawings, specifications, documents, and other deliverables of CH2M HILL, whether in hard copy or in
electronic form, are instrunients' of service for the pertinent Task Order, whether the Task Order is completed or not.
CLIENT agrees to indemnify CH2M HILL and CH2M HILL's officers, employees, subcontractors, and affiliated
corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's
fees arising out of or related to the unauthorized reuse, change or alteration of these Task Order documents.
6.3 Delay
In the event CH2M HILL is delayed in performance of Services by any act or neglect of CLIENT or anyone for whom
CLIENT is responsible or by Acts of God, strikes, lockouts, accidents, or other events beyond the control of CH2M
HILL, then CH2M HILL's compensation and the work schedule for the affected Task Order shall be equitably adjusted.
In the event delays to the Task Order work is encountered for any reason, the parties agree to undertake reasonable steps
to mitigate the effect of such delays.
J
6.4 Limitations of Liability
6.4.1 To the maximum extent permitted by law, CH2M HILL's liability for CLIENT's damages under any Task
Order will not, in the aggregate, exceed the Task Order value, whether such liability arises out of breach of
contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action.
6.4.2 To the maximum extent permitted by law, CH2M HILL and CH2M HILL'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 CH2M HILL against indirect liability or third -
party proceedings, CLIENT will indemnify CH2M HILL for any such damages.
6.4.3 This article takes precedence over any conflicting article of this Agreement or any document incorporated
into it or referenced by it.
6.5 Termination
6.5.1 This Agreement maybe terminated for convenience on 30 calendar days' written notice, or for cause if
either party fails substantially to perform through no fault of the other and does not cornmence correction of such
nonperformance within 5 calendar days of written notice and diligently complete the correction thereafter.
6.5.2 On termination, CH2M HILL will be paid for all authorized Services 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.
6.6 Suspension, Delay, or Interruption of Work
CLIENT may suspend, delay, or interrupt the Services of CH2M HILL under a Task Order for the convenience of
CLIENT. In such event, CH2M HILL's compensation and the work schedule for the affected Task Order shall be
equitably adjusted.
6.7 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.
6.8 Indemnification
6.8.1 CH2M HILL agrees to indemnify CLIENT for any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily
mJury, including death, to the proportionate extent caused by the negligence or willful misconduct of CH2M
HILL, CH2M HILL's employees, affiliated corporations, and subcontractors in connection with Services
performed under Task Order issued hereunder.
6.8.2 Client agrees to indemnify C112M HILL from any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily
injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CLIENT, or
its employees or contractors in connection with Task Orders issued hereunder.
6.9 Assignment
6.9.1 CH2M HILL represents that it performs construction only to the extent to which the construction is
ancillary to other work under a Task Order, and that an affiliated company is authorized and qualified to perforin
substantial construction. When, in CH2M HILL's sole opinion, work under a Task Order constitutes substantial
construction, CH2M HILL will assign the Task Order and all of its rights and obligations thereunder to its affiliate.
INC MSA
VERSION 2-03
CLIENT shall accept such assignment and release CH2M HILL from any obligation whatsoever with respect to
that Task Order.
6.9.2 Except as provided in Paragraph 6.9.1, this Agreement and Task Orders issued pursuant to it are bilateral
personal services agreements. 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 or Task Order issued pursuant to it, whether arising in tort,
contract or otherwise, without the written consent of the other party. 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.
6.10 Waiver
CLIENT waives all claims against CH2M HILL, including those for latent defects, that are not brought within 2 years of
substantial completion of the facility designed or final payment to CH2M HILL, whichever is earlier or, in the event of a
Task Order requiring substantial construction, within two years after expiration of the warranty period.
6.11 Jurisdiction
The substantive law of the state of the Task Order Services shall govern the validity of this Agreement, its interpretation
and performance, and any other claims related to it.
6.12 Severability and Survival
If any of the provisions of this Agreement are held for any reason to be invalid, illegal, 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.
6.13 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 calendar days of Task Order close-out 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.
6.14 C112M HILL's Deliverables
CH2M HILL's deliverables, including record drawings, are limited to the sealed and signed hard copies. Computer -
generated drawing files furnished by CH2M HILL are for CLIENT or others' convenience. Any conclusions or
information derived or obtained from these files will be at user's sole risk.
6.15 Dispute Resolution
The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution
options.
ARTICLE 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. Attachments and
schedules on the date of contracting:
Attachment A Construction Supplement
IN WITNESS WHEREOF, the parties execute below:
For CLIENT:
Lo
Name
Title
For 2M ILL
By: —Vice President, Industrial Systems
IThomILsJ. Horst Title
INC MSA
VERSION 2-03
CITY:
City of Vernon
N'ameC----
Title: Mqyor /A4wvpr-Pro-T-em-
Date:
APPROVED AS TO FORM:
ATTEST:
J11 ra on, City Attorney Manuela Giron, C�y Cderk
INC MSA 6A
VERSION 2-03
ATTACHMENT A
CONSTRUCTION SUPPLEMENT
The parties agree that the following terms and conditions shall supplement the terms and conditions of the Agreement
when a Task Order requires CH2M HILL to perforru construction work. In the event of ambiguity or conflict with the
terms and conditions of the Agreement, these provisions shall govern.
1. Construction Obligations
CH2M HILL shall furnish all supervision and labor, materials, tools, equipment, unloading, taxes, insurance and other
things necessary to perform and complete the Task Order.
2. Safety
CH2M HILL shall take necessary precautions for the safety of its employees on the Project, and shall comply with all
applicable provisions of federal, state and municipal safety laws to prevent accidents or injury to persons on, about or
adjacent to the site. CH2M HILL, directly or through its Subcontractors, shall erect and properly maintain at all times, as
required by the conditions and progress of the Task Order, necessary safeguards for the protection of workers and the.
public. CH2M HILL, however, shall not be responsible for the elimination or abatement of safety hazards created or
otherwise resulting from work at the site carried on by CLIENT or its employees, agents, separate contractors or tenants.
CLIENT agrees to cause its employees, agents, separate contractors and tenants to abide by and fully adhere to all
applicable provisions of federal, state and municipal safety laws and regulations. The above provision shall not relieve
CH2M HILL's subcontractors of their responsibility for the safety of persons or property in the perfortnance of their
work, nor for compliance with all applicable provisions of relevant laws.
3. Warranties and Completion
CH2M HILL warrants that all materials and equipment furnished under this Agreement and the pertinent Task Order will
be new unless otherwise specified, of good quality, in conforruance with the Contract Documents, and free from defective
workmanship and materials. Warranties shall commence on the date of Substantial Completion of the Task Order or of a
designated portion. CH2M HILL agrees to correct all construction performed under this Agreement which proves to be
defective in workmanship and materials within a period of one year from the date of Substantial Completion or for such
longer periods of time as may be set forth with respect to specific warranties required by the Contract Documents.
Those products, equipment, systems or materials incorporated in the Task Order at the direction of or upon the specific
request of CLIENT shall be covered exclusively by the warranty of the manufacturer. There are no warranties that
extend beyond the description on the face thereof.
All other warranties, express or implied, including any warranty of merchantability and any
warranty of fitness for a particular purpose are expressly disclaimed.
4. Unknown Conditions
If in the performance of the Work CH2M HILL finds latent, concealed or subsurface physical conditions which differ
from the conditions CH2M HILL reasonably anticipated, or if physical conditions are materially different from those
normally encountered and generally recognized as inherent in the kind of work provided for in this Agreement, then
CH2M HILL's compensation and the work schedule of the affected Task Order shall be equitably adjusted by written
amendment to the Task Order within a reasonable time after the conditions are first observed.
5. Substantial Completion
Unless a date for Substantial Completion is previously agreed, when the drawings and specifications are sufficiently
complete, the parties shall establish a date of Substantial Completion and any agreed schedule shall be updated to reflect
such a date. CLIENT and CH2M HILL recognize that time is important in the performance of this Agreement and that
CLIENT will enjoy substantial benefit if the Task Order is completed by the Substantial Completion date set forth in any
agreed schedule. CH2M HILL shall use its best efforts to complete Services pursuant to each Task Order by the
Substantial Completion date. Substantial Completion of the Services, or of a designated portion, occurs on the date when
construction is sufficiently complete in accordance with the Contract Documents so that CLIENT can occupy or utilize
the Project, or a designated portion, for the use for which it is intended.
INC MSA- CONSTRUCTION SUPPLEMENT A-1,
VERSION 2-03
6. Liens
CH2M HILL will promptly pay for all services, labor, material and equipment used or employed in performance of any
Task Order and will maintain the Projectfree and clear of Liens arising from its work. CLIENT will promptly give
CH2M HILL a copy of any Notice of Lien or claim received by CLIENT from any subcontractor or supplier engaged by
CH2M HILL or any of its subcontractors prior to final payment. As requested, CH2M HILL will famish certification
that all of its obligations on the Project have been satisfied and that all claims and indebtedness have been paid.
7. Site
CLIENT will obtain, arrange and secure at its own expense all permits, licenses, approvals, legal or administrative
orders, deposits, land, casements, rights -of -way, and access necessary for CH2M HILL to perform the Task Order.
CH2M HILL may rely upon the accuracy of soils reports, subsurface investigations, legal limitations and legal
descriptions, and any other information provided by CLIENT. CLIENT shall famish such information in its possession
as CH2M HILL may request and shall immediately transmit to CH2M HILL any new information and any changes in
plans resulting from such information. CLIENT shall be responsible for the location of any installation or underground
utilities.
8. Substantial Completion, Acceptance, and Final Payment
8(a). Substantial Completion CH2M HILL will notify CLIENT when the construction work is substantially
complete. Within 5 business days, CLIENT shall inspect the work and furnish a certificate of acceptance or notify
CH2M HILL in writing of any work requiring completion or correction. Upon Substantial Completion, CLIENT shall
pay CH2M HILL the unpaid balance of the Task Order price, less a sum equal to CH2M HILL's estimated cost of
completing any unfinished items. Each month thereafter, CLIENT shall pay CH2M HILL the amount retained for
unfinished items as each item is completed.
8(b). Acceptance and Final Payment Within five business days after receiving notice from CH2M HILL that the
work is completed or corrected, CLIENT will issue a certificate of acceptance. Final payment will be due within 15 days
after the certificate of acceptance is issued. CH2M HILL shall be relieved of any further responsibility for the Services
under the Task Order except for reperformance pursuant to Paragraph A3 of this Construction Supplement. If CLIENT
fails to issue such certificate or notice within the specified time, the Services under the Task Order shall be deemed to be
accepted for all purposes hereunder.
8(c). Waiver of Claims Final payment shall constitute a waiver of all claims by Owner except those previously made
in writing and identified by Client as unsettled at the time of acceptance and those arising during the warranty period
pursuant paragraph A3. Acceptance of final payment shall constitute waiver of all claims by CH2M HILL except those
previously made in writing.
ING MSA - CONSTRUCTION SUPPLEMENT A-2
VERSION 2-03
TASK ORDER NO.
This Task Order is issued pursuant to the Standard Master Agreement for Professional Services dated:
which is incorporated herein by this reference, with respect to
("Project").
Specific Services:
Compensation Provisions:
Work Schedule:
The Authorized Representatives designated below are authorized to act with respect to the Task Order. Communications
between the parties shall be between parties and their consultants or subcontractors shall be through the Authorized
Representatives:
For the Client:
For C112M HILL
Name:
Name:
Address:
Address:
Telephone:
Telephone
This Task Order No. is effective this (date)
Accepted for C112M HILL by:
Accepted for Client by:
Name
Name
Title
Title
INCIVISATASKORDER
VERSION 2-03
ATTACHMENT
ENVIRONMENTAL REMEDIATION SUPPLEMENT
Client and CH2M HILL agree that the following provisions supplement the provisions of the Agreement and of
Attachment A when a Task Order requires remediation construction.
1.0 Additional Obligations of Client
1.1 Clivitt's Warranties
1.1.1 Title to Wastes; No Violation
Client warrants that it holds clear title to all wastes to be treated, stored and/or disposed and is under no legal
restraint or order which would prohibit the treatment, storage and/or disposal of such wastes by any
transporter or disposal facility. Client further warrants that the Work to be performed by CH2M HILL does
not violate any final court order or any final ruling of any governmental agency of which Client has
knowledge.
1.1.2 Furnished Data
Client represents that it has famished to C112M HILL full and complete information regarding the
requirements of the Work including, without limitation, soils reports, subsurface investigations, legal
limitations and legal descriptions. CH2M HILL may rely upon the accuracy of this and any other
inforination provided by Client. Client shall famish such information in its possession as CH2M HILL may
request and shall immediately transmit to C112M HILL any new information and any changes in plans
resulting from such information.
1.1.3 Rights of Way
Client warrants that any right-of-way provided by Client to/from the Site and to/from the most convenient
public way is sufficient to bear the weight of all of CH2M HILL's equipment and vehicles reasonably
required to perform the Work. CH2M HILL shall not be responsible for any changes required to be made to
any private pavement or accompanying subsurface of any route for its performance of the Work, unless
otherwise specifically agreed. The reasonable cost of any repairs to roadways and rights -of -way arising out
of the normal wear and tear resulting from CH2M HILL's use thereof by its equipment during the
performance of the Work shall be reimbursable under Article 6.3.
1.2 1 Reporting
If Laws/Regulations require Client to report the results of any Work, Client shall be responsible for all such
reporting and shall indemnify and hold CH2M HILL harmless from any fines, penalties, assessments or other costs,
including reasonable attorney fees, resulting from Client's failure to report.
1.3 Underground Utilities
Client shall be responsible for the location of any installation or underground utilities.
1.4 Additional Indemnification
Client shall indemnify and hold harmless CH2M HILL, its directors, officers, employees, agents and subcontractors
against any and all liabilities, costs, or expenses, including reasonable attorney's fees, for claims, demands and/or
causes of action asserted and/or filed by third persons not parties to this Agreement, arising out of or as a result of:
The presence of CH2M HILL or its subcontractors on the Site;
The completed Work by CH2M HILL, except to the extent that such liabilities, claims, demands,
causes of action, costs and expenses are caused by the negligence of CH2M HILL, its directors,
officers, agents, employees or subcontractors;
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
3. Soil, air, surface and ground -water pollution, gas or contamination emanating from the site;
4. Transportation and disposal of waste streams and residue;
Any liability arisi out of Client's statutory status as generator of the waste streams, which status is
1119
expressly retained by Client.
2.0 Safety The following provisions supplement the requirements of Paragraph A2 of Attachment A:
2.1 Disclosure
Performance of the Work may require disclosure pursuant to Laws/Regulations. If CH2M HILL determines that
reporting is required, it will give Client notice. Nothing contained in this paragraph shall be construed to impose on
CH2M HILL any obligation to report the foregoing matters.
2.2 Client's Responsibility
All directions by Client shall comply with laws/regulations. If CH2M HILL believes that compliance with any
direction by Client would violate any Laws/Regulations, then CH2M HILL shall not be required to comply with it
and shall so advise Client. If Client fails to modify its directions within 10 days after CH2M HILL's notice to
Client or if Client fails to report to governmental authorities any matter which Client is required by
Laws/Regulation to report, then CH2M HILL shall have the right to suspend the Work, which delay shall be
attributable to Client, or to terminate the Agreement pursuant to Article 6.5 of the Agreement.
2.3 Other Contractors; Waiver
If Client contracts with others for the performance of other work on the site, Client will specify in writing the extent
of authority of each contractor. CH2M HILL will not be responsible for procedures or adequacy of health and
safety measures of such other contractors. If C112M HILL observes any employee of any other such contractor
engaging in an act or procedure which could result in injury or death or which CH2M HILL believes to violate any
applicable Law or Regulation and such condition persists after it is brought to Client's attention, then upon notice to
Client, CH2M HILL and its subcontractors shall have the right to cease all work on the Project until the condition is
corrected. CH2M HILL will not be liable for any cost or expense resulting from such work stoppage and Client
waives, on behalf of itself and other contractors on the site with whom it has contracted, any claim against
C112M HILL with respect -to same.
3.0 Changes in Laws
If changes in Laws/Regulations not known or foreseeable on the date of receipt of proposals have an effect on the cost or
time of performance, the price and time for performance of the Task Order shall be equitably adjusted pursuant to Article
5. 10 of the Agreement.
4.0 Warranty
The following sentence replaces the first sentence of Article 4.2 of the Agreement:
CH2M HILL will perform the Work in compliance with applicable Laws/ Regulations and
according to practices observed by other reinediation design or construction firms performing
similar work.
5.0 Limitation of Scope of Services
Client acknowledges that, except to the extent included in the Work, CH2M HILL has had no role in generating,
treating, storing or disposing of Hazardous Materials which may be present at the Project Site and CH2M HILL
has not benefited from the processes that produced such Hazardous Materials. No Hazardous Materials
encountered by CH2M HILL in performing, or associated with, the Work shall at any time be or become the
property of CH2M HILL. Any arrangements made by CH2M HILL for the treatment, storage, transport or
disposal of any hazardous materials are made solely and exclusively for the benefit of Client using Clienfs EPA
generator identification number(s) when required and shall not result in any liability of CH2M HILL under this
agreement or with respect to the hazardous materials. Client shall handle all hazardous materials in compliance
with applicable laws and regulations and shall sign manifests and obtain generator identification numbers when
required by laws and regulations. If required by the contract documents, C112M HILL shall furnish the names of
facilities currently licensed to accept hazardous materials, but it shall be Client's sole responsibility to select
those to be engaged. Nothing contained in thisAgreement shall confer on CH2M HILL the status of (a) a
generator, Storer, disposer or treater of Hazardous Materials, (b) the party who arranged for the. disposal of
Hazardous Materials, or (c) a Hazardous Materials disposal facility, as provided in any Law or Regulation.
ENVIRONMENTAL REMEDIATION SUPPLEMENTTO INC IVISA
VERSION 2-03
6.0 Insurance
CH2M HILL shall famish the insurance coverage stated below in addition to that set forth in Article 4.9 of the
Agreement:
Contractor's Pollution Liability of $ 1,000,000 each claim and mi the aggregate.
7.0 Hazardous Materials
The provisions of Paragraph A4 of Attachment A shall apply to non -hazardous materials and to Hazardous Materials
which are not identified in the Contract Documents as objects of remediation.
8.0 Hazardous Materials means asbestos, PCB's, petroleum, radioactive material and any other toxic substances, in
whatever form or states that is known or suspected to adversely effect the health and safety of humans or of animal or plant
organisms, or which are known or suspected to impair the environment in any way whatsoever and shall include but not be
limited to substanc - es with the meanings provided in Section 4004 of the Solid Waste Disposal Act (42 USC 6903); Section
9601(14) of the Comprehensive Environmental Response, Compensation and Liability Act (42 USC 9601(14); as listed or
designated under Sections 1317 and 1321(b)(2)(a) of Title 33 (33 USC 1317 and 1321(b)(2)(a)) or as defined, designated or
listed under United States OSHA any other Federal, State or local law, regulation or ordinance concerning hazardous
materials.
9.0 Law/Regulations are any applicable laws, rules, regulations, ordinances, codes or orders of any and all governmental
bodies, agencies, authorities and courts having jurisdiction.
ENVIRONMENTAL REMEDIATION SUPPLEMENTTO INC MSA
VERSION 2-03
. RI8:K X�MGEMENT
INTER DEPARTMENT MEMORANDUM
February 19,,
TO: Nelly Giron-
City Clerk
FROM- Willard G. Yamaguchi
Risk Manager U'�b
RE: CH2M Hill, Inc.
Plea8e be advised that the above referenced has acceptable
insurance coverage on file.
Attached foryour retention are insurance, certificates and
related goll,cies,declarations and/or endbrsOMentS for the
above- referenced insured that were i,,4sued by;
e Zurich American Insurance Company (General Liability,
Automobile Liability, -and Professional Liability)
American Zurich Insurance Co (Wor�kexs,' Compensat-ion)
This concerns insurance coverage for Master Agreement for
engineering and related services, construction management, and
construction work as requested by the City from time to time.
WY/ab
ct JlAdy Lehr
MA.RSH
CERTIFICATE OF INSURANCE CERTIFICATE NUMBER
PRODUCER
MARSH USA, INC.
1225 17TH STREET, SUITE 2 100
DENVER, CO 80202-5534
SEA-001070181-06
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES DESCRIBED HEREIN.
COMPANIES AFFORDING COVERAGE
COMPANY
15114 -00124-GAWC-08/09 SCO
A ZURICH AMERICAN INSURANCE COMPANY
INSURED
COMPANY
CH2M HILL, INC.
3 HUTTON CENTRE DRIVE, SUITE 200
8 AMERICAN ZURICH INSURANCE CO.
SANTA ANA, CA 92707
COMPANY
C
COMPANY
D
COVERAGES This certl0pate,supqrsedes and replaces any previously Issued cerfifleate for the pollay.perlod noted below.
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
co TYPE OF INSURANCE POLICY NUMBER
LTR
POLICY EFFECTIVE POUCY EXPIRATION LIMITS
DATZ(IAMIDONY) DATE (MMIDD/YY)
A
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
F%-01 I
CLAIMS MADE I" I 00CUR
GLO3784726-04
05/01/08
05101/09
GENERAL AGGREGATE
S 5.000.000
X
PRODUCTS - COMP/OP AGO
$ 51000,000
PERSONAL & ADV IMURY
$ 1,500.000
EACH OCCURRENCE
$ 1.5m.000
OWNER'S & CONTRACTOR'S PROT
X
FIRE DAMAGE (AAy one fire)
$ 11500,000
$.qnn.nnnqiR
MED EXP (Any one perw)
s
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
$ 2,000,000
A
ANY AUTO
BAP8378516-13
05/01/08
05/01/09
ILI
SOD LY INJURY
(Per P. . r . son)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILYINJURY
(Per Wddem)
s
HIRED AUTOS
NON -OWNED AUTOS
PROPERTY DAMAGE
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN AUTO ONLY:
ANY AUTO
EACH ACCIDENT
1$
AGGREGATE
1 $
EXCESS LIABILITY
EACHIOCCURRENCE
-IS
AGGREGATE
Is
UMBRELLAFORM
is
OTHER THAN UMBRELLA FORM
WORIVERS COMPENSATION AND
EMPLOYERS'LIASILITY
WC8378566-14 (ADS)
05/01/08
05/01/09
ENTil"n"
x I WL E
EL EACH ACCIDENT
$ 11000,000
B
A
THE PROPAIETOR/TI iNcL
_X
PARTNERSA XECU VE
OFFICERS ARE., 12-1 EXCL
WC83785W13 (WI & MA)
WC3784761-03 (HI & ID)
06/01/08
05/01/08
05101/09
05fol/09
EL OISEA)SE-POPLICY LIMIT
$ 1,000,000
EL DISEASE -EACH EMPLOYEE
$ 1,000,000
OTHER
DESCRIPTION OF OPEFiATIONSUCATIONSNEHICLESMPECLAL ITEMS
RE: ALL PROJECTS.
CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS
PER THE BLANKET ENDORSEMENT TO THE GENERAL LIABILITY AND AUTO
LIABILITYPOLICIESY. COVERAGE PROVIDED BY THE ABOVE
GENERAL LIABILITY POLICY SHALL BE PRIMARY AND IS LIMITED TO THE
LIABILITY RESULTING FROM THE NAMED INSURED'S OWNERSHIP AND/OR OPERATIONS. GENERAL LIABILITY AND WORKERS COMPENSATION
DERTIFICATENOLVER,'.'
CMCELLA-1110N:
SHOULD ANY OF THE POUCIES OESCFtLBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.
THE INSURER AFFORDING COVERAGE — ENDEAvon To uAlL - 3 DAYS WFUrTEN NOTICE TO THE
CITY OF VERNON
ATTN. KRISHNA NAND
CERTIFICATE HOLDER NWED HEREIN. BUT FAILURE TO MAIL SUCH NOTICE SHAM WPOSe NO COWATION OR
4305 SANTA FE AVE
LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, rTS AGENTS OR REPRESENTATIVES. OR THE
VERNON, CA 90058
ISSUER OF THIS CERTIFICATE,
AUTHORIZED PEIPRESENTATIVE
Mar*hUSAI.
Sharon A. Hammer
MM1(3102) VALID AS OF:04/25/08
k.DDITIONAL INFORMATION
'ADDUCE"
MARSH USA, INC.
1225 17TH STREET, SUITE 2100
DENVER, CO 80202-5534
15114 -00124-GAWC-MO9 sco
4SURED
CH2M HILL. INC.
3 HUTTON CENTRE DRIVE, SUITE 200
SANTA ANA, CA 92707
CONTINUED FROM DESCRIPTION SECTION:
POLICIES INCLUDE A WAIVER OF SUBROGATION.
-RTI HOLDER
CITY OF VERNON
ATTN. KRISHNA NAND
4305 SANTA FE AVE
VERNON, CA 90068
OOMPANY
E
COMPAW
F
COMPAW
H
Marsh USA Mom
Sharon A. Hammer
DATE (MUMOM)
SEA-001070181-06 04/25/08
COMPANIES AFFORDING COVERAGE
Zurich American In-wrance Co.
ENDORSEMENT-P
0
ZURICH
FPdicy No. I Eff. Date of Pol. xp. Date of Poll Eff. Date of End. Ploducm I Add'l P(6m Retu
G LO 3 784726-041 05101108 06101109 06/01108 PO-263. . 00 . 0 . 1$
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
I lie Intimud: CI 12M 1101 Companies, Ltd.
Mailiny Addicss (incJuding Zip Code): P.O. Dox 22500
Denver, CO 60222
r6onlelit niodiiFm irtsuranoo provIded by the (00OWng:
COMME-RC IAL GENER A[. lAARIl .1 TY (.-:(.)VhKA(JE' FORM
BROAD FORM ADDITIONAL INSURED
ALL PERSONS. ORGANIZATIONS OR ENTITIES FOR WHOSE PROTECTION AND BENEFIT THE NAMIZU
INSURED HAS AGREED TO NAME THEM AS AN ADDITIONAL INSURED -By CONTRACT DURING THE TERM
OF rHIS POLICY INDICATING SUCH COVERAGE. HOWEVER, INSURANCE WITH RESPECT TO EACH
PERSON. ORGANIZATION OR ENTITY SHALL NOT EXCEED SUCH COVERAGE AND/OR LIMITS OF
LIABILITY OF THE NAMED INSURED.
CounterMgned
Aulhorizcd Repiesentalive
U Gl- 11 14A CW (I 0/0,e)
pautt I C11 I
Zuricli Anicrican 111surincoConipany
ENDORSEMENT - 0
0
ZURICH
Policy No.
Eff. Dale of Pot xP. Date of Poll
Eff. Oato of End,
Producer
AddT Prom Re
GL0378472 6-04
05101/08 r 06/01109
1 05101/08
1 29-253-000
ryped: 05/05108
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 17"CAREFULLY.
The Insured: CI-12M Hill Companies, Lid
Mailing Address (Including Zip Gorley P.O. Box 22508
Denver, CO B02V
Mement nwdl%s Imutance provicled by the fonowtn9i
COMMERCIAL GENERAL LIABILITY COVERAOE FORM
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED — PRIMARY COVERAGE
93000B ED, 7-92
This endorsement Modifies Insurance provided under the follow0g,
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
Name of person ar nrgani;,afion-
As pot Endorsement C to the policy, Automatic Additional Insureds and
as per Endorsement P to the policy, Broad Foim Additional Insured.
WHO IS AN INSURED (SecUon 11) is amended to Include as an inAiored the person or organizauon shown In the
Schedule, but only with respect to liability arising out of your work for that Insured by or for you
Furthermore, the following Is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS paragraph
4. Other Insurance:
4. Other Insurance
d) This insuranre is primary for the person or organization shown In the schedule, but only with respect
to liability &rising out of your work far that insured by or for you, Other insurance afforded to that Insured
will 013ply au excess and not contribute as primary to the Insurance afforded by this endorsement,
U.GL- 111 4A CW (19j02)
N. no I of I
Zurich Americrin Insumnce Company
Endorsement - C
0
ZURICH
Policy No. ff. Date of Pol.1 Exp. Date of Pol. Eff. Data of End I Pfoducer , I Add-1. Pre2j_d $116,1wn Pmm.
GL03784726-04 05/01/08 05/01/09 05/01/08 129-253-000
Typed' 05/06/08
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL I LAnILITY COVERAGE PART
IT IS AAREED THAT THIS POLICY IS IIC-RE13Y AMENDED AS INDICATED ALL OTHER TERMS AND CONDITIONS or TlflS REMAIN UNCHANGED.
AUTOMA I IC AUUI I IONAL INSUREDS
Tf IC FOLLOWING PROVISION 13 ADDED TO (SECTION III WHO IS AN INSURED. (CG 00 01)
A. ANY ENTITY YOU ARE REQUIRLD INA WRIT I EN "INSURED c6NTRAer (HEREINAFTER CALLED ADDITIONAL INSURED)
TO NAME AS AN INRIIRFn IS AN INSURED BUT ONLY WITH RESPECT TO LIALBILITY ARISING OUT OF YOUR PREMISES.
'YOUR WORK'FOR THE ADDITIONAL INSURED. OR ACTS OR OMISSIONS OF THE AODMONAL INSURED IN CONNEC FION
WITIH THE GENERAL SUPFRVISION OF 'YOUR WORK" TO THE EXTENT SET FORTH BELOW,
(1) THE LIMIFSOF INSURANCE PROVIDED ON BEHALF OFTHFADDITIONAL INSURED ARE NO I GREA I ER THAN THOSE
RffOIuRFn RY SUCH CONTRACT.
(2) THE COVERAGE PROVIDED TO THE ADOITIONAI INSURED(S) 15 NOT WILA HER T1 LAN THAT CUSTOMARILY PROVIDED
BY THE POLICY rORMS SPECIFIED IN AND REQUIRED BY THE CONTRACT,
(3) ALL INSURING AGREEMENTS. FXCI-USIONS AND CONDITIONS OF THIS POLICY APPLY,
(4) IN NO EVENT SHALL lHt: COVERAGES OR LIMITS OF INSURANCE INTHISI covr-RAGE F-6KM BE INCREASEDBY
SUCH CONTRACT.
B. LXCLPTWI[EN REQUIRED OTHERWISE BY"INSIIRFn CONTRAcr', THIS INSURANCE DOES NOTAPPLY IU:
(1) -BOOILY INJURY- OR -PROPERTY DAMAGE- OCCURRING AFTER;
(a) ALL WORK ON THE PROJECT (OTHER THAN SEAVICC, MAINTENANCE ON REPAIRS) TO BE PERFORMED RY
OR ON BEIIALF OF I HE ADDITIONAL INSUIRED(S) AT THE SITF,OF THE COVERED OPERATIONS HAS BEEN
COMPLETF0. OR
(b) Tim r PORTION OF 'YOUR WORM' OUT OF WHIrH THE INJURY OR DAMAGE ARISE: 5 IiAS UEEN PUT TO ITS
INTENDED I)8F 11Y ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR
SUBCONTRACTOR ENGAGED IN PrvRFORMINO OPERATIONS FOR A PRINCIPAL AS A PART OF THE SAME
PROJECT.
(2) 'BODILY INJURY" OR 'PROPERTY DAMAGI:- ARISING OUT OF ANY ACTOR OMISSION OF THE ADDITIONAL.
INSURCD(S) OR ANY OF THEIR EMPLOYEES, OTHFR THAN THE OENERAL GUKRVISION OF WORK PERFORMED
FOR THE AnDITIONAL INSURED(S ) DY YOU.
(3) "PRQPERIY OAMAGE"TO;
(a) PROPERTY owNco, USED OR OCCUPIED BY OR RENTED To THE ADDITIONAL IN$URCO(S)
(b) PROPERTY IN THF CARE, CUSTODY Oft CON I 140L OF THE ADDITIONAL INSURED(S) OR PROPERTY FOR WHICH
I HL AUDI I IONAL INSURencs) 19 FOR ANY PURPOSE CXC- RCISING PHYSICAL CON TROL. OR
(c) "YOUR WORK, rORTI IE ADDITIONAL INSURED(S)
C. ANY COVERAGE PROVIDE 0 HEREUNDER SHALL UIE EXCESS OVER ANY OTHER VALID AND CAN I.FCTiRLE INSURAW.E
AVAILAULL TO THE ADDITIONAL INSI IRFXS) WHETHER PRIMARY, C-XCESS, CON7IfmNT OR ON ANY OTHER RASIS UNLESS A
CONTRACT SPECIFICALLY REQUIRES THAT THIS INSURANCE BE PRIMARY, OR YOU REQUEST THAT IT APPLY ON A PRIMARY
BASIS.
U.r,L- I I 14A CW (101021
Page I of I
DATI! (MM#VDNM)
AC-08-D- CERTIFICATE OF LIABILITY INSURANCE 07107ram
PRODUCER THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION
MARSH USA. INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
1225 17TH STREET, SUITE 2100 HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR
DENVER. CO 802024&U ALTER THE COVERAGE AFFORDED BY THE POLIC&S BEWW.
15I144XX=-PLlMM-08i09 sco
INSURED
CH2M HILL, INC.
3 HUTTON CENTRE DRrA, SUITE 200
SANTA ANA, CA 92707
INSURERS AFFORDING COVERAGE NAIC 0
iNauRER A. Zurtch Anwr(con Insunince Co
INSURERC:
INSURHAV.
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONMACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE; BEEN REDUCED BY PAID CLAIMS.
NSF
LTR
WADSDR�
TVPE OF INSURANCE
POLICY NUMBER
POLICY E111910TIVE
CATE(MMADDIM
POLICY EXPOIATM
OATEIMMiDDIVY)
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
W&ME TO RENTED
,a
EflEhUSF a o0ou'"
$
COMMERCIAL GENERAL LIABILITY
MEP EXP (Arty one par@*)
$
CLAIMS MADE OCCUR
PERSONAL S, ADV INJURY
$
GENERAL AGGREGATE
$
GE RALAGGRE 0- APPLIES FIEF
FTPOLICY JECT F-1 LOC
PRODUCTS - CO#APiOP AGC-
$
AUTOMOBILE LIABILITY
COMBINED SINOU LIMIT
(Es ncident)
$
ANYAUTO
ALL OWNED AUTOS
SCHEDULED ALITOS
BODILY INJURY
(Pat P—)
$
BODILY INJURY
(Psraoddard)
$
HIREDAUTOS
NONPOWNEDAUTOS
PROPERTY DAMAGE
(Potooddord)
GARAGE
LIABILITY
AUTO ONLY - EA ACCIDENT
$
I
ANYAUTO
.
OTHER THAN EAA CC
AUTOONLY. AGO
9
$
Exc IMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR CLAIMS MADE
AGGREGATE
$
DEDUCTIBLE
$
S
RETENTION S
-ii—ORK048 COMPENSATION AND
EMPLOYERS, LIABILITY
-'.L EACH ACCIDENT
$
ANY PROPRIETOPJFARTNEPAXECUTIVE
OFFICAR/MEMSER. EXCLUDED?
L DISEASE - rA SMILOV11
$
:.L DISEASE - POLICY umrr
$
M-COMOMI
OTHER
A
PROFESSIONAL LIABILITY*
EOC38n621-06
05/01=
05/01=
$1,000,000 EACH CLAIM AND
TOTAL FOR ALL CLAIMS
DESCRIPTION OF OPEFtATIONNO-CATIONSriEHICLE&-ZLUSIONS ADDED BY FMOORSEMENTISPECL4L PROVISIONS -
RE; ALL PROJECTS.
*FOR PROFESSIONAL LIABILITY COVERAGE. THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN
THE POLICY PERIOD FOR ALL OPERATIONS OF THE INSURED. THE LIMIT VVILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE.
CERTIFICATE HOLDER SEA-00118139"I CANCELLATION I
CITY OF VERNON
ATTN. KRISHNA NAND
4305 SANTA FE AVE
VERNON. CA 9W58
BROULD ANY Of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL
3&— DAYS WRITTEN NOTICE TO THE CgRTtFICATE HOLDER NAM90 TO THE LEFT.
BUT FAILURE TO 00 90 $HALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY IUD
UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES.
Wj=ojM"NfAM
Sham A. Hammer
o ACORD CORPORATION
Best's Rating Center - Company Information for Zurich American Insurance Company Page I of 2
�9 View Ratings: Financial Strength Issuer Credit Securities Advanced-Soarch Other %%b Centel
Zurich American Insurance Company
(a rnember of Zurich Financial Services) This rating 1,
,�=,na�l* p
A.M.139st 0: 02603 NAIC 0: 16636 FEIN 0: 364233469 empanles
GPWM. an excellent awly to
Address: 1400 American Lane Phone: 847-605-6000 (mat am* orvolno oblioaWne
Schaumburg, IL 60196-1056 Fax: 847-60MOI I to pollayholderms..
Web: www.zurichns.com
Besrs Ratings
Financial Strength Ratings View Definitions Issuer Credit Ratings View Dolinlitto
Rating: A (Excellent) Long -Term: a+
Affiliation Code: 9 (Group) Outlook: Positive
Financial Size Category: XV ($2 Billion or greater) Action: Affirmed
Outlook: Positive Date: December I 1, 2007
Action: Affirmed
Effective Date: December 11, 2007
* Denotes UnOer.Review Best's Ratings
Reports and News
Visit our NewsRoom for the latest news and press releases for this company and Its A.M. Best Groul:
ANELCraditRepQrt -! Insurance Professional (Unabridged) (formerly known as Bases Companj
Best's Financial Strength Rating and rationale along with comprehensive analytical commeni
business overview and key ffnanclal data.
Report Revision Date; 12/11/2007 (represents the Latest signifleant change).
Historical Reports are available InAMBCr it.8apqq.!-l!]Ls
'-'I. BesVs Executive Summary Reports (Financial Overview) - available In three versions, th,
111�;;71 style reports feature balance sheet, Income statement, key finandal performance tests Incluc
liquidity and reserve analysis.
Data Status: 2008 Bests Statement File - P/C, US. Contains data compiled as of 71112008
Chocked).
• SIngl"
.ornpany - five years of financial data spedfically on this company.
• Q-QmpaAson - side -by -side financial analysis of this company with a poor group of up to
companies you select.
9 QQMQ-qft - evaluate this oompanys financials against a peer group composite. Report
average and total composite of your selected peer group.
A Mo--CMILELop-od.:!.SminmLo-P.ro.foselonaI - provides three years of key financial data pr
colorful charts and tables. Each report also features the latest Besrs Ratings, Rating Ratiom
from our Business Review commentary.
Data Status: Contains data compiled as of 7/1/2008 (Quality Cross Checked).
Includes Besrs Financial Strength Rating
its). as provided In Sears Key Rating Guide products.
Data Status: 2006 Financial Data (Quality Cross cheaed).
Financial and Analytical Products
geAt't!!ro-mrix/-Qakua—itySffn--Wc---Ptemim DAW-A-RwoilA
RestsKeyR "tin (juideL-P/C,Qa&_SZa a
naA
htti):Ilwww3.wnbest.conVratinizslFullProfile.asD?BI=O&AMBNum=2563&AItSrc=I&AltN... 7/7/2008
101
PROVE.0 11-D '09 C,14Y C01INCILI/011
!NTEROFFICE
M MEMORANDUM
Light & Power Department Q g 6 6
DATE: February 5, 2009
TO: Eric Fresch
City Administrator
FROM: Donal O'Callaghan
Director of Light and Power
SUBJECT: CH2M 1HLL, Inc., NEW CONSULTING SERVICES AGREEMENT
Attached for Council approval is the CH2M HILL, Inc., new Master Services Agreement to be
used for any general related services, work schedule, and construction management to be
performed under a Task Order with specific services and cost or estimated. cost as to form. Note,
also included in this package is CH2M HILL, Inc., Scope of Work.
If you have any questions, please call me on extension 834.
DOC: rint
Attachments
cc: Judy Lehr
Nelly Giron
Project Control
Document Control
MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF VERNON
AND
CH2M HILL
TABLE OF CONTENTS
C112M HILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1. SERVICES GENERALLY
1
ARTICLE 2. COMPENSAT10N
I
ARTICLE 3. TERMS OF PAYMENT
1
3.1
Invoices
1
3.2
Time of Payment
1
3.3
Delay in Payment
I
ARTICLE 4. OBLIGATIONS OF CH2M HILL
2
4.1
Independent Contractor; Subcontracts
2
4.2
Standard of Care
2
4.3
Subsurface Investigations
2
4.4
CH2M HILL's Personnel at Construction Site
2
4.5
Opinions of Cost, Financial Considerations, and Schedules
2
4.6
Construction Progress Payments
2
4.7
Record Drawings
3
4.8
Access to CH2M HILL's Accounting Records
3
4.9
CH2M HILL's Insurance
3
ARTICLE 5. OBLIGATIONS OF CLIENT
3
5.1
Client -Furnished Data
3
5.2
Access to Facilities and Property
3
5.3
Advertisements, Permits, and Access
3
5.4
Timely Review
3
5.5
Prompt Notice
4
5.6
Asbestos or Hazardous Substances
4
5.7
Contractor Indemnification and Claims
4
5.8
CLIENT's Insurance
4
5.9
Litigation Assistance
4
5.10
Changes
4
ARTICLE
6. GENERAL LEGAL PROVISIONS
5
6.1
Authorization to Proceed
5
6.2
Reuse of Project Documents
5
6.3
Delay �
5
6.4
Limitations of Liability
5
6.5
Termination
5
6.6
Suspension, Delay, or Interruption of Work
5
6.7
No Third -Party Beneficiaries
5
6.8
Indemnification
5
6.9
Assignment
6
6.10
Waiver
6
6.11
Jurisdiction
6
6.12
Severability and Survival
6
6.13
Materials and Samples
6
6.14
CH2M HILL's Deliverables
6
6.15
Dispute Resolution
6
ARTICLE 7. ATTACHMENTS, SCHEDULES, AND SIGNATURES .....................................................................
6
ATTACHMENTA .................................................................................................................................................
A-1
I .
Construction Obligations
A-1
2.
Safety
A -I
3.
Warranties and Completion
A-1
4.
Unknown Conditions
A-1
5.
Substantial Completion
A-1
7.
Site
A-2
8.
Substantial Completion, Acceptance, and Final Payment
A-2
INC MSA TABLE OF CONTENTS
VERSION 2-03
CH2MHILL STANDARD MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement, effective this day of 20 , for a period of 5 years, is between:
CLIENT: City of Vernon
4305 S. Santa Fe Ave
Vernon, CA 90058
and C112M HILL, INC., ("CH2M HILL")
9191 S. Jamaica Street P. 0. Box 22508
Englewood, Colorado 80112 Denver, CO 80222-0508
for services to be performed on a Task Order basis with respect to:
Environmental and engineering support services in as requested by the City of Vernon
ARTICLE 1. SERVICES GENERALLY
CH2M HILL shall furnish such engineering and related services, construction management, and subject to the
provisions of Paragraph 6.9. 1, perform such construction work as CLIENT may request from time to time ("Services").
The particular project ("Project"), specific Services, work schedule, and cost or estimated cost will be mutually agreed
and set forth in a Task Order issued by CLIENT under this Agreement. Each Task Order will specifically refer to and
incorporate this Agreement by reference. The provisions of this Agreement and of Attachment A shall apply to Task
Orders requiring construction.
ARTICLE 2. COMPENSATION
For performance of the Services, CLIENT will compensate CH2M HILL pursuant to the Compensation Schedule
identified in Article 7, if any, and to the pertinent Task Order.
ARTICLE 3. TERMS OF PAYMENT
3.1 Invoices
CH2M HILL will submit invoices for each Task Order to CLIENT each month covering Services completed to date and,
and as applicable, for materials and equipment delivered and stored on -site or off -site. Each invoice will be prepared in
CH2M HILL's standard form and supported by documentation according to CH2M HILL's standard practice. Within
10 days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums which it may reasonably
dispute or contest. If the parties are unable to resolve the matter within 15 days, only that portion so reasonably
contested may be withheld from payment.
3.2 Time of Payment
Invoices are due and payable within 30 days after receipt by CLIENT.
3.3 Delay in Payment
If CLIENT fails to pay CH2M HILL within 30 calendar days after receipt of any invoice, CH2M HILL will be entitled
any or all to the following:
3.3.1 Interest
CLIENT will be charged interest at the rate of 1- 1/2% per month, or that permitted by law if lesser, on all past -due
amounts starting 30 calendar days after receipt of invoice. Payments will first be credited to interest and then to
principal.
3.3.2 Suspension of Work
If CLIENT fails to make payment in full within 30 calendar days of the date due for any undisputed billing, CH2M
HILL may, after giving 7 calendar days'written notice to CLIENT, suspend services under this Agreement until
paid in full, including interest. In the event of suspension of services, CH2M HILL will have no liability to
CLIENT for delays or damages caused by CLIENT because of such suspension. CH2M HILL shall be entitled to
an adjustment in compensation and the work schedule for the affected Task Order pursuant to Article 6.3.
INC MSA
VERSION 2-03
ARTICLE 4. OBLIGATIONS OF C112M HILL
4.1 Independent Contractor; Subcontracts
4.1.1 CH2M HILL represents that it is an independent contractor and will perform services pursuant to each
Task Order as an independent contractor and not as an agent or employee of CLIENT.
4.1.2 CH2M HILL may retain such other subconsultants or subcontractors as it may deem desirable for proper
and timely performance of Services. CH2M HILL shall be responsible for the management of the subcontractors
and subconsultants in the performance of their work.
4.2 Standard of Care
The standard of care applicable to CH2M HILL's engineering or related 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 said
services are performed. CH2M HILL will reperform any engineering or related services not meeting this standard
without additional compensation.
4.3 Subsurface Investigations
In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly
between successive test points and sample intervals and at locations other than where observations, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect total Task Order cost and/or execution. These conditions and
cost/execution effects are not the responsibility of CH2M HILL.
4.4 C112M HILL's Personnel at Construction Site
4.4.1 The presence or duties of CH2M HILL's personnel at a construction site, whether as onsite
representatives or otherwise, do not make CH2M HILL or CH2M HILL's personnel in any way responsible for
those duties that belong to CLIENT and/or the construction contractors or other entities, 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 necessary for coordinating and
completing all portions of the construction work in accordance with the construction contract documents and any
health or safety precautions required by such construction work.
4.4.2 CH2M HILL and CH2M HILL's personnel have no authority to exercise any control over any
construction contractor or other entity or their employees in connection with their work or any health or safety
precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety
deficiencies of the construction contractor(s) or other entity or any other persons at the site except CH2M HILL's
own personnel.
4.4.3 The presence of CH2M HILL's personnel at a construction site is for the purpose of providing to
CLIENT a greater degree of confidence that the completed construction work will conform generally to the
construction documents and that the integrity of the design concept as reflected in the construction documents has
been implemented and preserved by the construction contractor(s). CH2M HILL neither guarantees the
performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to
perform work in accordance with the construction documents.
4.5 Opinions of Cost, Financial Considerations, and Schedules
In. providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the Project, CH2M
HILL has no control over cost or price of labor and materials; 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, CH2M HILL makes no warranty that CLIENT's actual
Project costs, financial aspects, economic feasibility, or schedules will not vary from CH2M HILL's opinions, analyses,
projections, or estimates. If CLIENT wishes greater assurance as to any element of Project cost, feasibility, or schedule,
CLIENT will employ an independent cost estimator, contractor, or other appropriate advisor.
4.6 Construction Progress Payments
Recommendations by CH2M HILL to CLIENT for periodic construction progress payments to the construction
contractor(s) will be based on CH2M HILL's knowledge, 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 CH2M HILL to ascertain that the construction contractor(s) have completed the work in exact
accordance with the construction documents; that the final work will be acceptable in all respects; that CH2M HILL has
made an examination to ascertain how or for what purpose the construction contractor(s) have used the moneys paid;
that title to any of the work, materials, or equipment has passed to CLIENT free and clear of liens, claims, security
INC MSA
VERSION 2-03
interests, or encumbrances; or that there are not other matters at issue between CLIENT and the construction contractors
that affect the amount that should be paid.
4.7 Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of infori-nation compiled and furnished by others,
and may not always represent the exact location, type of various components, or exact manner in which the Project was
finally constructed. CH2M HILL is not responsible for any errors or omissions in the information from others that is
incorporated into the record drawings.
4.8 Access to C112M HILL's Accounting Records
CH2M HILL will maintain accounting records, in accordance with generally accepted accounting principles. Records
relating to a Task Order will be available to CLIENT during CH2M HILL's normal business hours for a period of I year
after CH2M HILL's final invoice pursuant to that Task Order for examination to the extent required to verify the direct
costs (excluding established or standard allowances and rates) incurred hereunder. Only audit cost -reimbursable items
will be subject to audit.
4.9 C112M HILL's Insurance
4.9.1 CH2M HILL will maintain throughout this Agreement the following insurance:
(a) Worker's compensation employer's liability insurance as required by the state where the work is
performed and Employer's Liability with a limit of $ 1,000,000.
(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
damage to property of others arising out of any covered negligent act or omission of CH2M
HILL or of any of its employees, agents, or subcontractors, with $ 1,000,000 per occurrence and
in the aggregate.
(d) When furnishing engineering or engineering related services, professional liability insurance of
$1,000,000 per occurrence and in the aggregate.
(e) When performing construction, Builder's Risk All Risk as described in Paragraph 5.8.3.
4.9.2 CLIENT will be named as an additional insured with respect to CH2M HILL's liabilities hereunder in
insurance coverages identified in items (b), (c) and (e) and CH2M HILL waives subrogation against CLIENT as
to said policies. All insurance certificates will provide that the insurance carrier will give CLIENT 30 days'
notice of cancellation of the policies.
ARTICLE 5. OBLIGATIONS OF CLIENT
5.1 Client -Furnished Data
CLIENT will provide to CH2M HILL all data in CLIENT's possession relating to CH2M HILL's Services. CH2M HILL
will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT.
5.2 Access to Facilities and Property
CLIENT will make its facilities accessible to CH2M HILL as required for CH2M HILL's performance of its services
and will provide labor and safety equipment as required by C112M HILL for such access. CLIENT will perform, at no
cost to CH2M HILL, such tests of equipment, machinery, pipelines, and other components of CLIENT's facilities as may
be required in connection with CH2M HILL's services.
5.3 Advertisements, Permits, and Access
Unless otherwise agreed to in the Task Order, 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 CH2M HILL's services or Project construction.
5.4 Timely Review
CLIENT will examine CH2M HILL'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.
INC MSA
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5.5 Prompt Notice
CLIENT will give prompt written notice to CH2M HILL whenever CLIENT observes or becomes aware of any
development that affects the scope or timing of CH2M HILL's Services, or of any defect in the work of CH2M HILL or
construction contractors.
5.6 Asbestos or Hazardous Substances
5.6.1 If asbestos or hazardous substances in any form are encountered or suspected, CH2M HILL will stop its
own work in the affected portions of the Project to permit testing and evaluation.
5.6.2 If asbestos is suspected, CH2M HILL will, if requested, manage the asbestos remediation activities using
a qualified subcontractor at an additional fee and contract terms to be negotiated.
5.6.3 If hazardous substances other than asbestos are suspected, CH2M HILL 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.
5.6.4 Client recognizes that CH2M HILL assumes no risk and/or liability for a waste or hazardous waste site
originated by other than CH2M HILL.
5.7 Contractor Indemnification and Claims
5.7.1 CLIENT agrees to include the following in all construction contracts with contractors not affiliated with
CH2M HILL:
(a) the provisions of Article 4.4, CH2M HILL's Personnel at Construction Site,:
(b) the provisions of Article 5.7.3 regarding direct actions against CH2M HILL;
(c) and provisions providing contractor indemnification of CLIENT and CH2M HILL for contractor's
negligence.
5.7.2 CLIENT shall require construction contractor(s) to name CLIENT and CH2M HILL as additional
insureds on the contractor's general liability insurance policy.
5.7.3 CLIENT agrees to include the following clause in all contracts with equipment or materials suppliers:
Contractors, subcontractors, and equipment and material suppliers on the Project, or their sureties, shall maintain
no direct action against C112M HILL, CH2M HILL's officers, employees, affiliated corporations, and
subcontractors for any claim arising out of, in connection with, or resulting from the CH2M HILL services
performed. CLIENT will be the only beneficiary of any undertaking by CH2M HILL."
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 Project.
5.8.2 CLIENT will provide for a waiver of subrogation as to all Client -carried property damage insurance,
during construction and thereafter, in favor of CH2M HILL, CH2M HILL's officers, employees, affiliates, and
subcontractors.
5.8.3 CLIENT will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance
policy for the full replacement value of all Project work including the value of all onsite CLIENT -furnished
equipment and/or materials associated with CH2M HILL's services. Such policy will include coverage for loss
due to defects in materials and workmanship and errors in design, and will provide a waiver of subrogation as to
CH2M HILL and the construction contractor(s) (or CLIENT), and their respective officers, employees, agents,
affiliates, and subcontractors. CLIENT will provide CH2M HILL a copy of such policy.
5.9 Litigation Assistance
Article 1, Services Generally, does not include costs of C112M HILL 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 CH2M HILL by CLIENT, except for suits or claims between the parties to this Agreement, will be
reimbursed as mutually agreed.
5.10 Changes
CLIENT may make or approve changes within the scope of Services under a Task Order. If such changes affect CH2M
HILL's cost of or time for perforriance of the Services, an equitable adjustment will be made through an amendment to
the affected Task Order.
ING MSA
VERSION 2-03
ARTICLE 6. GENERAL LEGAL PROVISIONS
6.1 Authorization to Proceed
Execution of the Task Order by CLIENT will be authorization for CH2M HILL tb proceed with the Services, unless
otherwise provided in the Task Order.
6.2 Reuse of Project Documents
All reports, drawings, specifications, documents, and other deliverables of CH2M HILL, whether in hard copy or in
electronic form, are instruments of service for the pertinent Task Order, whether the Task Order is completed or not.
CLIENT agrees to indemnify CH2M HILL and CH2M HILL's officers, employees, subcontractors, and affiliated
corporations from all claims,,damages, losses, and costs, including, but not limited to, litigation expenses and attorney's
fees arising out of or related to the unauthorized reuse, change or alteration of these Task Order documents.
6.3 Delay
In the event CH2M HILL is delayed in performance of Services by any act or neglect of CLIENT or anyone for whom
CLIENT is responsible or by Acts of God, strikes, lockouts, accidents, or other events beyond the control of CH2M
HILL, then CH2M HILL's compensation and the work schedule for the affected Task Order shall be equitably adjusted.
In the event delays to the Task Order work is encountered for any reason, the parties agree to undertake reasonable steps
to mitigate the effect of such delays.
6.4 Limitations of Liability
6.4.1 To the maximum extent permitted by law, CH2M HILL's liability for CLIENT's damages under any Task
Order will not, in the aggregate, exceed the Task Order value, whether such liability arises out of breach of
contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action,
6.4.2 To the maximum extent permitted by law, CH2M HILL and CH2M HILL'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 CH2M HILL against indirect liability or third -
party proceedings, CLIENT will indemnify CH2M HILL for any such damages.
6.4.3 This article takes precedence over any conflicting article of this Agreement or any document incorporated
into it or referenced by it.
6.5 Termination
6.5.1 This Agreement may be terminated for convenience on 30 calendar 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 calendar days of written notice and diligently complete the correction thereafter.
6.5.2 On termination, CH2M HILL will be paid for all authorized Services performed up to the termination date
plus termination expenses, such as, but not limited to, reassignment of personnef, subcontract termination costs,
and related closeout costs.
6.6 Suspension, Delay, or Interruption of Work
CLIENT may suspend, delay, or interrupt the Services of CH2M HILL under a Task Order for the convenience of
CLIENT. In such event, CH2M HILL's compensation and the work schedule for the affected Task Order shall be
equitably adjusted.
6.7 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.
6.8 Indemnification
6.8.1 CH2M HILL agrees to indemnify CLIENT for any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily
injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CH2M
HILL, CH2M HILL's employees, affiliated corporations, and subcontractors in connection with Services
performed under Task Order issued hereunder.
6.8.2 Client agrees to indemnify CH2M HILL from any claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily
injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CLIENT, or
its employees or contractors in connection with Task Orders issued hereunder.
INC MSA
VERSION 2-03
6.9 Assignment
6.9.1 CH2M HILL represents that it performs construction only to the extent to which the construction is
ancillary to other work under a Task Order, and that an affiliated company is authorized and qualified to perform
substantial construction. When, in CH2M HILL's sole opinion, work under a Task Order constitutes substantial
construction, CH2M HILL will assign the Task Order and all of its rights and obligations thereunder to its
affiliate. CLIENT shall accept such assignment and release CH2M HILL from any obligation whatsoever with
respect to that Task Order.
6.9.2 Except as provided in Paragraph 6.9. 1, this Agreement and Task Orders issued pursuant to it are bilateral
personal services agreements. 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 or Task Order issued pursuant to it, whether arising in tort,
contract or otherwise, without the written consent of the other party. 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.
6.10 Waiver
CLIENT waives all claims against CH2M HILL, including those for latent defects, that are not brought within 2 years of
substantial completion of the facility designed or final payment to CH2M HILL, whichever is earlier or, in the event of a
Task Order requiring substantial construction, within two years after expiration of the warranty period.
6.11 Jurisdiction
The substantive law of the state of the Task Order Services shall govern the validity of this Agreement, its interpretation
and performance, and any other claims related to it.
6.12 Severability and Survival
If any of the provisions of this Agreement are held for any reason to be invalid, illegal, or unenforceable, the
enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability, inderimities, and other
express representations shall survive termination of this Agreement for any cause.
6.13 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 calendar days of Task Order close-out unless agreed to otherwise. CLIENT
recognizes and agrees that C142M HILL is acting as a bailee and at no time assumes title to said items, substances,
materials, or samples.
6.14 C112M HILL's Deliverables
CH2M HILL's deliverables, including record drawings, are limited to the sealed and signed hard copies. Computer -
generated drawing files furnished by CH2M HILL are for CLIENT or others' convenience. Any conclusions or
information derived or obtained from these files will be at user's sole risk.
6.15 Dispute Resolution
The parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution
options.
ARTICLE, 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. Attachments and
schedules on the date of contracting:
Attachment A Construction Supplement
IN WITNESS WHEREOF, the parties execute below:
For CLIENT:
LIM
INC MSA
VERSION 2-03
Name
For CH2M HILL INC.:
By:
Name
Name
Title
INC MSA
VERSION 2-03
ATTACHMENT A
CONSTRUCTION SUPPLEMENT
The parties agree that the following terms and conditions shall supplement the terms and conditions of the Agreement
when a Task Order requires CH2M HILL to perform construction work. In the event of ambiguity or conflict with the
terms and conditions of the Agreement, these provisions shall govern.
1. Construction Obligations
CH2M HILL shall fumish all supervision and labor, materials, tools, equipment, unloading, taxes, insurance and other
things necessary to perform and complete the Task Order.
2. Safety
CH2M HILL shall take necessary precautions for the safety of its employees on the Project, and shall comply with all
applicable provisions of federal, state and municipal safety laws to prevent accidents or injury to persons on, about or
adjacent to the site. CH2M HILL, directly or through its Subcontractors, shall erect and properly maintain at all times,
as required by the conditions and progress of the Task Order, necessary safeguards for the protection of workers and the
public. CH2M HILL, however, shall not be responsible for the elimination or abatement of safety hazards created or
otherwise resulting from work at the site carried on by CLIENT or its employees, agents, separate contractors or tenants.
CLIENT agrees to cause its employees, agents, separate contractors and tenants to abide by and fully adhere to all
applicable provisions of federal, state and municipal safety laws and regulations. The above provision shall not relieve
CH2M HILL's subcontractors of their responsibility for the safety of persons or property in the performance of their
work, nor for compliance with all applicable provisions of relevant laws.
3. Warranties and Completion
CH2M HILL warrants that all materials and equipment furnished under this Agreement and the pertinent Task Order
will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from
defective workmanship and materials. Warranties shall commence on the date of Substantial Completion of the Task
Order or of a designated portion. CH2M HILL agrees to correct all construction performed under this Agreement which
proves to be defective in workmanship and materials within a period of one year from the date of Substantial
Completion or for such longer periods of time as may be set forth with respect to specific warranties required by the
Contract Documents.
Those products, equipment, systems or materials incorporated in the Task Order at the direction of or upon the specific
request of CLIENT shall be covered exclusively by the warranty of the manufacturer. There are no warranties that
extend beyond the description on the face thereof.
All other warranties, express or implied, including any warranty of merchantability and any
warranty of fitness for a particular purpose are expressly disclaimed.
4. Unknown Conditions
If in the performance of the Work CH2M HILL finds latent, concealed or subsurface physical conditions which differ
from the conditions CH2M HILL reasonably anticipated, or if physical conditions are materially different from those
normally encountered and generally recognized as inherent in the kind of work provided for in this Agreement, then
CH2M HILL's compensation and the work schedule of the affected Task Order shall be equitably adjusted by written
amendment to the Task Order within a reasonable time after the conditions are first observed.
5. Substantial Completion
Unless a date for Substantial Completion is previously agreed, when the drawings and specifications are sufficiently
complete, the parties shall establish a date of Substantial Completion and any agreed schedule shall be updated to reflect
such a date. CLIENT and CH2M HILL recognize that time is important in the performance of this Agreement and that
CLIENT will enjoy substantial benefit if the Task Order is completed by the Substantial Completion date set forth in any
agreed schedule. CH2M HILL shall use its best efforts to complete Services pursuant to each Task Order by the
Substantial Completion date. Substantial Completion of the Services, or of a designated portion, occurs on the date
when construction is sufficiently complete in accordance with the Contract Documents so that CLIENT can occupy or
utilize the Project, or a designated portion, for the use for which it is intended.
INC MSA- CONSTRUCTION SUPPLEMENT A-1
VERSION 2-03
6. Liens
CH2M HILL will promptly pay for all services, labor, material and equipment used or employed in performance of any
Task Order and will maintain the Project free and clear of Liens arising from its work. CLIENT will promptly give
CH2M HILL a copy of any Notice of Lien or claim received by CLIENT from any subcontractor or supplier engaged by
CH2M HILL or any of its subcontractors prior to final payment. As requested, CH2M HILL will furnish certification
that all 'of its obligations on the Project have been satisfied and that all claims and indebtedness have been paid.
7. Site
CLIENT will obtain, arrange and secure at its own expense all permits, licenses, approvals, legal or administrative
orders, deposits, land, easements, rights -of -way, and access necessary for CH2M HILL to perform the Task Order.
CH2M HILL may rely upon the accuracy of soils reports, subsurface investigations, legal limitations and legal
descriptions, and any other information provided by CLIENT. CLIENT shall furnish such information in its possession
as CH2M HILL may request and shall immediately transmit to CH2M HILL any new information and any changes in
plans resulting from such information. CLIENT shall be responsible for the location of any installation or underground
utilities.
8. Substantial Completion, Acceptance, and Final Payment
8(a). Substantial Completion CH2M HILL will notify CLIENT when the construction work is substantially
complete. Within 5 business days, CLIENT shall inspect the work and furnish a certificate of acceptance or notify
CH2M HILL in writing of any work requiring completion or correction. Upon Substantial Completion, CLIENT shall
pay CH2M HILL the unpaid balance of the Task Order price, less a sum equal to CH2M HILL's estimated cost of
completing any unfinished items. Each month thereafter, CLIENT shall pay CH2M HILL the amount retained for
unfinished items as each item is completed.
8(b). Acceptance and Final Payment Within five business days after receiving notice from CH2M HILL that the
work is completed or corrected, CLIENT will issue a certificate of acceptance. Final payment will be due within 15 days
after the certificate of acceptance is issued. CH2M HILL shall be relieved of any further responsibility for the Services
under the Task Order except for reperformance pursuant to Paragraph A3 of this Construction Supplement. If CLIENT
fails to issue such certificate or notice within the specified time, the Services under the Task Order shall be deemed to be
accepted for all purposes hereunder.
8(c). Waiver of Claims Final payment shall constitute a waiver of all claims by Owner except those previously
made in writing and identified by Client as unsettled at the time of acceptance and those arising during the warranty
period pursuant paragraph A3. Acceptance of final payment shall constitute waiver of all claims by CH2M HILL
except those previously made in writing.
INC MSA - CO ' NSTRUCTION SUPPLEMENT A-2
VERSION 2-03
TASK ORDER NO.
i nis i asK uraer is issuea pursuant to the Standard Master Agreement for Professional Services dated:
which is incorporated herein by this reference, with respect to
I ("Pr�ject").
Specific Services:
Compensation Provisions:
Work Schedule:
The Authorized Representatives designated below are authorized to act with respect to the Task Order. Communications
between the parties shall be between parties and their consultants or subcontractors shall be through the Authorized
Representati es:
For the Client:
—For CH2M HILL
Name:
Name:
I Address:
Address:
I Telephone:
Telephone
This Task Order No. is effective this (date)
Accepted for CH2M HILL by:
Accepted for Cient by -
Name
Name
Title
Title
INC MSA TASK ORDER
VERSION 2-03
ATTACHMENT
ENVIRONMENTAL REMEDIATION SUPPLEMENT
Client and CH2M HILL agree that the following provisions supplement the provisions of the Agreement and of
Attachment A when a Task Order requires remediation construction.
1.0 Additional Obligations of Client
1.1 Client's Warranties
1.1.1 Title to Wastes; No Violation
Client warrants that it holds clear title to all wastes to be treated, stored and/or disposed and is under no
legal restraint or order which would prohibit the treatment, storage and/or disposal of such wastes by any
transporter or disposal facility. Client further warrants that the Work to be performed by CH2M HILL does
not violate any final court order or any final ruling of any governmental agency of which Client has
knowledge.
1.1.2 Furnished Data
Client represents that it has furnished to CH2M HILL full and complete information regarding the
requirements of the Work including, without limitation, soils reports, subsurface investigations, legal
limitations and legal descriptions. CH2M HILL may rely upon the accuracy of this and any other
information provided by Client. Client shall furnish such information in its possession as CH2M HILL may
request and shall immediately transmit to CH2M HILL any new information and any changes in plans
resulting from such information.
1.1.3 Rights of Way
Client warrants that any right-of-way provided by Client to/from the Site and to/from the most convenient
public way is sufficient to bear the weight of all of CH2M HILL's equipment and vehicles reasonably
required to perform the Work. CH2M HILL shall not be responsible for any changes required to be made to
any private pavement or accompanying subsurface of any route for its performance of the Work, unless
otherwise specifically agreed. The reasonable cost of any repairs to roadways and rights -of -way arising out
of the normal wear and tear resulting from CH2M HILL's use thereof by its equipment during the
performance of the Work shall be reimbursable under Article 6.3.
1.2 Reporting
If Laws/Regulations require Client to report the results of any Work, Client shall be responsible for all such
reporting and shall indemnify and hold CH2M HILL harmless from any fines, penalties, assessments or other
costs, including reasonable attorney fees, resulting from Client's failure to report.
1.3 Underground Utilities
Client shall be responsible for the location of any installation or underground utilities.
1.4 Additional Indemnification
Client shall indemnify and hold harmless CH2M HILL, its directors, officers, employees, agents and
subcontractors against any and all liabilities, costs, or expenses, including reasonable attorney's fees, for claims,
demands and/or causes of action asserted and/or filed by third persons not parties to this Agreement, arising out of
or as a result of:
The presence of CH2M HILL or its subcontractors on the Site;
2. The completed Work by CH2M HILL, except to the extent that such liabilities, claims, demands,
causes of action, costs and expenses are caused by the negligence of CH2M HILL, its directors,
officers, agents, employees or subcontractors;
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
Soil, air, surface and ground -water pollution, gas or contamination emanating from the site;
4. Transportation and disposal of waste streams and residue;
Any liability arising out of Client's statutory status as generator of the waste streams, which status is
expressly retained by Client.
2.0 Safety The following provisions supplement the requirements of Paragraph A2 of Attachment A:
2.1 Disclosure
Performance of the Work may require disclosure pursuant to Laws/Regulations. If CH2M HILL determines that
reporting is required, it will give Client notice. Nothing contained in this paragraph shall be construed to impose
on CH2M HILL any obligation to report the foregoing matters.
2.2 Client's Responsibility
All directions by Client shall comply with laws/regulations. If CH2M HILL believes that compliance with any
direction by Client would violate any Laws/Regulations, then CH2M HILL shall not be required to comply with it
and shall so advise Client. If Client fails to modify its directions within 10 days after CH2M HILL's notice to
Client or if Client fails to report to governmental authorities any matter which Client is required by
Laws/Regulation to report, then C112M HILL shall have the right to suspend the Work, which delay shall be
attributable to Client, or to terminate the Agreement pursuant to Article 6.5 of the Agreement.
2.3 Other Contractors; Waiver
If Client contracts with others for the performance of other work on the site, Client will specify in writing the
extent of authority of each contractor. CH2M HILL will not be responsible for procedures or adequacy of health
and safety measures of such other contractors. If CI-12M HILL observes any employee of any other such
contractor engaging in an act or procedure which could result in injury or death or which CH2M HILL believes to
violate any applicable Law or Regulation and such condition persists after it is brought to Client's attention, then
upon notice to Client, CH2M HILL and its subcontractors shall have the right to cease all work on the Project until
the condition is corrected. CH2M HILL will not be liable for any cost or expense resulting from such work
stoppage and Client waives, on behalf of itself and other contractors on the site with whom it has contracted, any
claim against CH2M HILL with respect to same.
3.0 Changes in Laws
If changes in Laws/Regulations not known or foreseeable on the date of receipt of proposals have an effect on the cost
or time of performance, the price and time for performance of the Task Order shall be equitably adjusted pursuant to
Article 5. 10 of the Agreement.
4.0 Warranty
The following sentence replaces the first sentence of Article 4.2 of the Agreement:
CH2M HILL will perform the Work in compliance with applicable Laws/ Regulations and
according to practices observed by other remediation design or construction firms performing
similar work.
5.0 Limitation of Scope of Services
Client acknowledges that, except to the extent included in the Work, CH2M HILL has had no role in
generating, treating, storing or disposing of Hazardous Materials which may be present at the Project Site and
CH2M HILL has not benefited from the processes that produced such Hazardous Materials. No Hazardous
Materials encountered by CH2M HILL in performing, or associated with, the Work shall at any time be or
become the property of CH2M HILL. Any arrangements made by CH2M HILL for the treatment, storage,
transport or disposal of any hazardous materials are made solely and exclusively for the benefit of Client using
Client's EPA generator identification number(s) when required and shall not result in any liability of
CH2M HILL under this agreement or with respect t"he hazardous materials. Client shall handle all hazardous
materials in compliance with applicable laws and regulations and shall sign manifests and obtain generator
identification numbers when required by laws and regulations. If required by the contract documents,
CH2M HILL shall furnish the names of facilities currently licensed to accept hazardous materials, but it shall
be Client's sole responsibility to select those to be engaged. Nothing contained in this Agreement shall confer
on CH2M HILL the status of (a) a generator, Storer, disposer or treater of Hazardous Materials, (b) the party
who arranged for the disposal Of Hazardous Materials, or (c) a Hazardous Materials disposal facility, as
provided in any Law or Regulation.
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC MSA
VERSION 2-03
6.0 Insurance
CH2M HILL shall furnish the insurance coverage stated below in addition to that set forth in Article 4.9 of the
Agreement:
Contractor's Pollution Liability of $ 1,000,000 each claim and in the aggregate.
7.0 Hazardous Materials
The provisions of Paragraph A4 of Attachment A shall apply to non -hazardous materials and to Hazardous Materials
which are not identified in the Contract Documents as objects of remediation.
8.0 Hazardous Materials means asbestos, PCB's, petroleum, radioactive material and any other toxic substances, in
whatever form or states that is known or suspected to adversely effect the health and safety of humans or of animal or plant
organisms, or which are known or suspected to impair the environment in any way whatsoever and shall include but not be
limited to substances with the meanings provided in Section 4004 of the Solid Waste Disposal Act (42 USC 6903); Section
9601(14) of the Comprehensive Environment ' al Response, Compensation and Liability Act (42 USC 9601(14); as listed or
designated under Sections 1317 and 1321(b)(2)(a) of Title 33 (33 USC 1317 and 1321(b)(2)(a)) or as defined, designated or
listed under United States OSHA any other Federal, State or local law, regulation or ordinance concerning hazardous
materials.
9.0 Law/Regulations are any applicable laws, rules, regulations, ordinances, codes or orders of any and all governmental
bodies, agencies, authorities and courts having jurisdiction.
ENVIRONMENTAL REMEDIATION SUPPLEMENT TO INC IVISA
VERSION 2-03
CH2M HILL
2485 Natomas Park
Drive
Suite 600
Sacramento, CA 95833-2937
Tel 916.920.0300
Fax 916.920.8463
November 7,2008
Donal O'Callaghan
Director of Light and Power
City of Vernon
4305 S. Santa Fe Ave
Vernon, CA 90058
Subject: Proposal for Licensing a Wind Energy Development in the Kelso Valley Area,
Part I
Dear Mr. O'Callaghan:
CH2M HILL is pleased to present this proposal to the City of Vernon to provide ongoing
support for the development of a wind energy project in the Kelso Valley, Kern County,
where the City recently purchased approximately 30,000 of land suitable for wind
development. This proposal presents a brief discussion of our technical approach and
proposed budget to support development of the project description (for permitting),
provide further evaluation of the suitability of existing resource studies, develop a program
for collection of avian survey data, initate meetings with resources agencies and Kern
County, develop future scopes for conducting environmental review activities, and provide
on -call and project management support. This proposal covers CH2M HILL efforts to
support the project over the next 12 months. Once the technology and layout for the wind
project is determined, a separate proposal will be prepared to complete the fieldwork,
environmental review, and licensing support to conform to the appropriate regulations.
Additionally, once the agencies have approved the bat and avian survey protocol and
methodology for evaluating potential impacts, a separate proposal will be prepared to
conduct the bat and avian surveys.
CH2M HILL has been supporting the City of Vernon since 2005with the development and
CEC permitting of the Southeast Regional Energy Center (SEREC). CH2M HILL also
supported the City's initial efforts related to the recent acquisition of lands in the Tehachapi
Mountains with the expectation that the City will develop these lands with renewable
energy generating resources.
Mr. Donal O'Callaghan
November 7, 2008
Page 2
Project Understanding
The City of Vernon (City) has recently purchased about 30,000 acres of land in the Kelso
Valley, Kern County, California for development of a wind energy generating project.
CH2M HILL is familiar with the key issues associated with wind energy developments, as
well as the expectations of key environmental agencies/ reviewers, such as the BLM,
USFWS, CDFG, CEC, and Kern County. This experience will allow us to quickly focus on
key issues that will need to be addressed prior determining a site layout, generation
technology, initiating environmental review, and permitting.
Consistent with the existing CH2M HILL support to the City of Vernon, John Carrier will
continue to be the overall Program Manager to assure project success and continuity.
Jennifer Scholl, a senior project manager and regulatory specialist from our Santa Barbara
office with wind and solar energy project experience, will be the Project Manager for the
development and implementation of the Kelso Valley Wind Energy Project. Ms. Scholl will
be supported by CIUM HILL siting and licensing staff with extensive experience permitting
renewable energy projects throughout California and Oregon. We plan to work as a team
with representatives from the City of Vernon to assure the most efficient and effective
delivery of project development activities and documentation.
General Information
We offer several observations that will provide value as you continue to refine and develop
the project:
The bat and avian field surveys will be a major undertaking. These surveys must be
conducted pursuant to a prescribed protocol and the data collected will be subjected to a
rigouous methodology in order to support valid statistical evaluations. These surveys will
need to commence as soon as possible.
Early consultation with BLM, USFWS, CDFG, and other state and federal agencies will be
necessary prior initiating the bat and avian surveys. Therefore, this scope of work will
focus on the development of a survey protocol, consultation with resource agencies, and
development of a methodology for evaluating potential impacts to bat and avian species.
Agency concurrence on survey protocol, data collection, data analysis, and reporting will
be important to ensure that potential issues and concerns are addressed prior to site layout.
Consultation with Kern County is advised to ensure that potential County concerns
related to policy consistency, roadway usage, cumulative projects, and local agency
entitlements are addressed prior to project development. Our experience with Kern
County is that they are very supportive of the development of renewable projects and
this support is helpful for ensuring that potential project issues are addressed at project
initiation, rather than during environmental review.
Mr. Donal O'Callaghan
November 7,2008
Page 3
Scope of Work
The following Scope of Work provides an overview of our technical approach to this project
Task 1 — Project Due Diligence
CH2M HILL was asked to perform the following services as part of the City's due diligence
effort prior to purchasing the Kelso Valley land. Since a contract or Purchase Order has not
been received, CH2M HILL has included this task in this scope of work so the budget for
this effort is part of the overall intial budget of the first phase to support the wind project.
Task 1.1 — EDAW Fatal Flaw Analysis Review. CH2M HILL reviewed and commented on
the "Kelso Valley Wind Project Fatal Flaw Analysis" prepared by EDAW on August 2008,
and commented on the study provided by the Vernon team. The purpose of the review was
to identify any fatal flaw elements that may have been missed or under emphasized and to
provide a general reaction to the study's completeness.
Deliverables
Memo describing any additional concerns not addressed by the EDAW report, delivered
to Vernon in September 2008.
Task 1.2 —Presence of Hazardous Materials. Since there was insufficient time to prepare a
Phase I Environmental Site Assessment (ESA) of the 30,000 acre parcel by the August 29th
deadline, CH2M HILL ordered a report of the hazardous materials database from EDR.
CH2M HILL reviewed the EDR report to determine if there were any potential areas of
concern. This work effort was not to be construed as equal to the preparation of a Phase I
ESA. In addition, CH2M HILL reviewed and commented on the draft and final Phase I for
the larger property prepared by Kennedy/Jenks Consultants.
Deliverable
• EDR report of hazardous materials within the search area from existing databases,
including a summary report of key findings
• Memo summararizing potential concerns identified in the draft and final Phase I report.
Task 1.3 —Meeting Attendance. CH2M HILL provided a senior biologist to accompany the
City of Vernon team to a meeting with the U.S. Fish and Wildlife Service (USFWS) at its
Ventura, California office on August 25, 2008. CH2M HILL's project manager (John Carrier)
also participated in conference calls relative to this project.
Deliverables
Meeting minutes from USFWS meeting and participation in conference calls during
August and September 2008.
Taks 1.4 —Miscellaneous Support. CH2M HILL provided miscellaneous support including
GIS or technical support to the City or its attorneys (Latham & Watkins) in order to provide
Mr. Donal O'Callaghan
November 7,2008
Page 4
or manipulate materials, conduct analysis, or provide other support needed to properly
understand potential issues associated with the project.
Deliverables
0 Miscellaneous documents, maps or memos as requested by the City or its attorneys.
Task 1.5 — Project Management Support. CH2M HILL provided project management and
administrative support during this work effort. This included the preparation of monthly
invoices and status reports, purchase and orders, scopes and budgets, and other
administrative support functions.
Deliverables
Includes preparation of invoices and status reports, mailing of documents, and other
administrative support.
Task 2 — Kick-off Meeting
A project team kick-off meeting to intiate the preliminary licensing effort will be held in City
of Vernon offices. The purpose of this meeting will be to introduce the project team, confirm
project roles and communication protocols, discuss the project location and collaborate on
an acceptable plan for moving forward. This meeting will be attended by the CH2M HILL
management Team (John Carrier, Jennifer Scholl, and Jessica Kinnahan) as well as key City
of Vernon staff and contractors.
Deliverable
0 Meeting minutes and action items.
Task 3 — Project Description Development
Following the project kick-off, CH2M HILL will initiate the following tasks in support of
developing a detailed project description including preliminary identification of site layout
constraints. These tasks include:
• Coordination with the City's engineers and potential vendors.
• Collection of preliminary engineering information.
• Confirmation of existing and proposed potential sensitive receptors.
• Identification of need for ambient noise studies in areas of known or potential residences
or sensitive receptors.
• Identification of existing roadway network, taking into consideration construction -
related roads and roadways for delivery of heavy hauls/large loads, and locations for
temporary batch plants and staging areas within the project site.
Mr. Donal O'Callaghan
November 7,2008
Page 5
Confirmation of Military air space requirements. Collection of maps, reports, and initial
agencies contacts regarding presence of restricted military air space and potential
military communication interferences.
Identification of any land use entitlements required by Kern County and other state
agencies.
Deliverable
Status of these tasks will be included in a table that will be updated weekly and
distributed to the project team in advance of weekly coordinating calls/meetings.
Task 4 — Land Survey
Our experience is that it is very helpful to have at least the project corners and section
corners surveyed so that field work and engineering design work align. The area included
in this proposal is based on the data provided during the wind project due diligence phase
and may need to be revised once more details are known. Task 4.1 is for the development of
orthophotograhy, which is needed prior to the start of field surveys. Task 4.2 is an optional
task for the preparation of a Boundary Survey for both the Wind and Solar parcels recently
acquired by the City. Task 4.3 is another optional task for a Record of Survey for just the
Wind property. These two subtasks are optional and the City may choose to use another
vendor to provide this service. As a result, costs for completeion of a boundary survey or a
Record of Survey are included as part of this scope of work and budget as optional tasks.
Task 4.1— Orthophotography
To assist with field work, licensing, and eventual development, CH2M HILL will have high
resolution (1-foot per pixel or better) aerial photos taken of the entire project area and
surrounding terrain (for future use in analyzing watersheds for storm drainage impacts).
This task includes flying the project site (approximately 45,000 acres) and generating one -
foot color pixel resolution orthophotos using 1"=1200' (1:14,400) color photography. To
optimize resolution for future environmental impacts, the aerial photography will need to
be scheduled soon to ensure acceptable visibility conditions.
Deliverables:
Provide digital one -foot pixel resolution geo-referenced color orthophotos of the project
site (approximately 45,000 acres).
Optional Task 4.2—Proliminary Boundary Survey, Wind & Solar Sites
This task will include the following activities:
1) Performing a preliminary boundary survey from record data of 69 parcels of the Onyx
Ranch, Properties for wind and solar projects;
2) Research of BLM, State, and Kern County records for the original General Land Office
(GLO) records, Parcel Maps, Subdivisions, and Records of Survey; and,
Mr. Donal O'Callaghan
November 7,2008
Page 6
3) Review and analysis of all records including title reports and easements or reservations
ofrecord.
It is assumed that the City will provide Title Reports and copies of current vesting deeds,
and easements and reservations of record.
Deliverables:
• Provide maps at a scale of 1"= 500' of the subject properties showing record information.
The background for maps will be the orthophotography from Task 4.1 if available; if not,
1-meter pixel orthophoto from existing 2005 color photography will be used.
• Provide electronic copies of CADD drawings in AutoCADD and shape files for use in
GIS software.
• Provide copy of record information obtained during research.
• Prevailing wage will be paid for all field work under Optional Subtask 4.2.
Assumptions
• All work will be accomplished under the direction of a State of California Land
Surveyor.
• Drawing submittals will be signed by a State of California Land Surveyor.
• Chain of title is not included.
Optional Task 4.3— Record of Survey for Wind Parcels
This optional task will include the following activities:
1) Perform a field boundary survey for the exterior of 51 parcels of the Onyx Ranch
Properties for the wind project based upon exsiting information from the property
purchase (we estimate that there are approximately 194 monuments that need to be
found or set);
2) Research of BLM, State, and Kern County Records for the original GLO records, Parcel
Maps, Subdivisions, and Records of Survey;
3) Interview adjoining land owners regarding boundary locations;
4) Field search for each property corner monument, including:
a) Public Land Survey corners originally set by the GLO and the perpetuation
thereof;
b) Subsequent land boundary corners established by deed or map;
c) Perpetuate evidence of corners found with new monuments as appropriate;
d) Set new monuments at 'lost' corner locations;
Mr. Donal O'Callaghan
November 7,2008
Page 7
e) Review and provide analysis and calculations of all records including title
reports and easements or reservations of record; and
Process Record of Survey through the review of the County of Kern and file
same upon approval.
Deliverables
Provide maps at a scale of 1"= 500' of the subject properties showing found/set comers
and record information. The background for maps will be the orthophotography from
Task 4.1 if available; if not, 1-meter pixel orthophoto from existing 2005 color
photography will be used.
Provide electronic copies of CADD drawings in AutoCADD and shape files for use in
GIS software.
Provide four copies of filed Record of Survey and one copy of field notes and all record
information gathered during the project.
Assumptions
• All work will be accomplished under the direction of a State of California Land
Surveyor.
• Drawing submittals will be signed by a State of California Land Surveyor.
• Chain of title is not included.
• Prevailing wage will be paid for all field work under Optional Subtask 4.3.
Task 5 — Collection & Evaluation of Existing Information
As a follow-up to our review of the Critical Issues Checklist for the Kelso Valley site,
CH2M HILL will develop a reference library of existing data relevant to the development,
environmental review, and permitting for the wind energy project. Types of information
that will be collected include:
Identification and collection of other avian surveys in the region (e.g., resource agency
reports, Audubon surveys)
Identification of recently completed environmental reviews in the project area with
relevant information (cultural, biological, geological, paleontological, water resources,
noise, visual, traffic, etc.)
Collection of recent pending or approved development permits and Endangered Species
Act consultations.
Deliverables
0 Collection of various resource documents
Mr. Donal O'Callaghan
November 7, 2008
Page 8
0 Summary and discussion of relevance and applicability of existing data
Assumptions
• Secondary data collected will be limited to reports and materials that are publicly
available
• A $600 budget has been included for purchase of relevant secondary materials
• A coordinating meeting (conference call) will occur with City of Vernon to update the
team on data collection efforts.
Task 6 — Development of Bat and Avian Survey Protocol
General Approach
Prior to any field work, CH2M HILL will prepare field safety instructions for use by field
personnel to reduce the possibility of accidents or injuries. At this time, field studies will be
limited to the collection of bat and avian data and preliminary site information to support
project development of a description. This scope of work does not include field surveys, it
only includes those activities necessary to ensure that an approved bat and avian survey
protocol and impact methodology are developed through agency consultation. To facilitate
field work, high resolution aerial photographs of the project site and surrounding area
(obtained in Subtask 4.1) will be used to create maps suitable for field work, mapping, and
reporting. These maps will be used during agency consultation and for the future scoping of
bat and avain surveys. In the future, these maps along with the use of handheld Trimblee
Geo-XT global positioning units (having sub -meter accuracy) will be used during field work
to record bat and avian point count locations, as well as any other points of interest
identified during field studies. The use of these GPS units will save a significant amount of
work in developing and recording the bat and avian survey database as well as establishing
a foundation for future field studies to be conducted under a separate scope of work.
Based upon past experience, developing bat and avian survey protocols consistent with the
California Guidelinesfor Reducing Impacts to Birds and Batsfrom Wind Energy Development,
October 2007, (Guidelines) is advisable, even though the City of Vernon will be the lead
CEQA agency for future environmental review. Initiation and preparation of these
Guidelines was a collaboration of the California Energy Commission (CEC) and the
California Department of Fish and Game (CDFG). The Guidelines provide a science -based
approach for assessing potential impacts that a wind energy project may have on bird and
bat species and includes suggested measures to avoid, minimize, and mitigate identified
impacts. While voluntary, CDFG and CEC encourage the use of the Guidelines for the
biological assessment, mitigation, and monitoring of wind energy development projects in
California. Although "voluntary," CH2M HILL recommends that the bat and avian data
collection protocol conform to the Guidelines, as appropriate.
These voluntary Guidelines provide information to help reduce impacts to birds and bats
from wind energy projects in California. They include recommendations on preliminary
Mr. Donal O'Callaghan
November 7,2008
Page 9
screening of proposed wind energy project sites; pre -permitting study design and methods;
assessing direct, indirect, and cumulative impacts to birds and bats in accordance with state
and federal laws; developing avoidance and minimization measures; establishing
appropriate compensatory mitigation; and post -construction operations monitoring,
analysis, and reporting methods.
The following activities will be required to facilitate the development of an accepted
protocol and impact assessment methodlogy.
Initial Consultation with Agencies
Prior to initiating the avian and bat survey/point count effort (part of a future scope of work
and budget), CH2M HILL will consult with resource agencies (USFWS, CDFG, and CEC) to
ensure that the data collection effort will be sufficient to support subsequent bat and avian
collision/ mortality data analysis and impact determination. CH2M HILL will schedule the
meeting, most likely to be held in Sacaramento, and attendance at the meeting will include:
John Carrier (Program Manager), Jennifer Scholl (Project Manager), Gary Santolo (Senior
Avian Specialist), Heather Johnson (Bat Specialist), representatives from the City of Vernon
(if they want to attend), and resource agencies.
Development of Survey Protocol
Consistent with CEC and CDFG Guidelines, standardized forms will be used to collect
relevant data during each point count, including a form that identifies the weather (e.g.,
precipitation, fog, cloud cover, wind speed, and location) and species activities (e.g.,
distance to bat and avian species, flight height, and behavior), a form to describe incidental
observations, including prey base, and a form to document all observed bat and avian
species. In addition to these forms, a written survey protocol will be developed for review
and concurrence by the resource agencies and the City. These forms and the protocol will be
shared with the agencies as part of agency consultation.
Point Count Locations and Development of Point Count Methodology
Prior to the initiation of point counts, potential turbine corridors and optimal point count
locations (those that can be accessed at all times of the year with either vehicular or foot
travel access) will need to be identified. These locations will be identified on the
orthophotography field maps, developed under Task 4.1. A point count methodology will
be developed to adhere to the CEC/CDFG Guidelines. The methodology will entail
biologists performing 20-minute counts at each identified point count location. At this time,
it is assumed that 30 percent of the proposed number of turbines would dictate the number
of point counts needed. As part of this task an outline identifying how the survey
methodology, results, and analyses, including avian use and risk of injury and/or mortality,
will be presented. In addition, a discussion of how the future bird use counts will be used as
an index to the relative abundance and bird use during a defined time and area. Bird
behavior, distance to bird, height of bird off ground, and length of time the bird is in the
plot will also be addressed. Based upon current agency protocols, standard metrics will be
Mr. Donal O'Callaghan
November 7,2008
Page 10
used to evaluate the data for avian use and risk. The disussion will also address how bird
use, the number of birds detected using a defined area during a defined time period (1 to 20
minutes), will be estimated.
Bat Survey Methodology
In addition to bird and rapture species, bat surveys will also be conducted as part of the
future survey effort. These surveys will also adhere to the CEC/CDFG Guidelines and will
be conducted concurrently as an avian survey.
Deliverables
• Meeting minutes and action items from resource agency meeting.
• Survey Protocol, point count location map, survey forms, point count methodology, and
outline for reporting.
Assumptions
• The bat and avian surveys will cover about 30,000 acres.
• A $300 budget has been included for purchase of relevant secondary materials or agency
copying.
• The survey protocol will be developed in consultation with resource agencies and in
conformance with the Guidelines.
• Travel to Ventura, CA for'meetings with USFWS. Includes two trips by Jennifer Scholl
and Gary Santolo, one trip for,Heather Johnson.
Task 7 — Scope & Budget for CEQA Environmental Analysis
Following the receipt of information collected in prior tasks, we will prepare a Scope of
Work to conduct the CEQA environmental review to support the wind energy project. This
scope of work will identify all remaining aspects of the environmental analyis, additional
field work (as described below), analysis and preparation of administrative, draft and final
CEQA documents, document coordination, agency coordination, coordination with the City
of Vernon, technical editing, word processing, and reproduction for the environmental
review document required for the permitting of the wind energy project with the City of
Vernon as the CEQA-lead agency. At this time, it is assumed that additional field work will
be needed for the following disciplines:
• Biological resource surveys for wildlife, botany, and wetland/ drainage assessment (Bat
and avian surveys and point count data collection will be included in this scope of work)
• Cultural and paleontological resources
• Traffic study to address short-term construction traffic and potential roadway concerns
for heavy haul/large load delivery to the site
Mr. Donal O'Callaghan
November 7, 2008
Page 11
• Ambient noise surveys for known potential sensitive receptors and possible noise
surveys of existing similar turbines owned by other developers
• Geologic study to support future geotechnical investigation for turbine foundations/
footings
• Visual resource sensitivity identification
Deliverables
Scope of Work, budget and schedule for performing fieldwork and preparation of the
CEQA environmental document
Assumptions
Assumptions having to do with preparation of the CEQA study will be included in the
scope of work for competion of the CEQA documents
Task 8 —Miscellaneous On -Call Services
This task provides a limited budget of $50,000 for other miscellaneous activities related to
supporting the development of the wind energy project, conducting the data collection
efforts to support the future environmental review, and/or providing information in
support of project engineering. Possible on -call activities that would be included in this task
are:
• Additional meetings and coordination with representatives from the City
• Additional agency coordination
• Preparation of BLM applications (e.g., SF299, Plan of Development)
• Additional data collection efforts not previously identified in this scope of work to
support engineering design
• Travel time to support these meetings is included in this task.
Deliverables
None at this time; to be developed when on -call support is requested
Assumptions
0 None at this time; to be developed when on -call support is requested
Task 9 — Project Management
To keep the City informed and the team efforts coordinated and on schedule, we propose
Mr. John Carrier, as the Program Manager and Jennifer Scholl as the Project Manager.
Ms. Scholl, under the direction of Mr. Carrier, will prepare a project milestone schedule and
monthly progress reports. They will participate in regular conference calls and document
Mr. Donal O'Callaghan
November 7, 2008
Page 12
action items so that tasks are completed according to schedule. Jennifer will also serve as the
single point of contact for CH2M HILL coordinating efforts between our environmental
specialists and the City. For this wind project, Jennifer Scholl will be assisted by Jessica
Kinnahan, as Deputy Project Manager. Our project management team will be assisted by other
support staff such as health and safety personnel (to ensure that field work is performed
safely), subcontract management personnel, project accountants, and administrative assistants
for project setup, invoicing, statusing, and other project management functions as needed. For
the purposes of this scope of work, project management costs cover a 12-month period
commencing with the notice to proceed.
Deliverables
• Action Item Updates for Conference Calls
• Monthly Status Reports and Invoices
• Contract Administration duties, as required
Assumptions
• Bi-weekly conference calls with the City and its engineer during the 12-month duration
of this effort.
• Limited travel costs for attending team coordinating meetings is included in this task.
Contract Terms
CH2M HILL proposes to perform this work on a time -and -materials basis under the same
contract terms and conditions as under our current contract with the City.
Budget Summary
The proposed budget for this work is $307,300 excluding the optional tasks and
$792,800 including the optional tasks. The budget is expected to cover 12-months of support
consistent with the assumptions presented above and represents level of effort based upon
work expected to be completed under CH2M HILL's 2008 and 2009 rates (Appendix A).
This amount will not be exceeded without prior authorization from the City.
Mr. Donal O'Callaghan
November 7, 2008
Page 13
TABLE I
Breakdown of Estimated Time and Materials Budqet
Task
Estimated
Proposed Budget
No. Description
Labor Hours
(including expenses)
1 Project Due Diligence
287
$50,000
2 Kick-off Meeting
28
$5,800
3 Project Description Development
196
$37,300
4 Land Survey
4.1 Orthophotography (Aerial Photography)
343
$50,400
4.2 Preliminary Boundary Survey Wind and Solar Sites
488
$77,700
(Optional)
4.3 Record of Survey for Wind Site (Optional)
1,840
$407,800
5 Collection & Evaluation of Existing Information
148
$22,000
6 Development of Avian and Bat Survey Protocol
170
$26,300
7 Scope & Budget for CEQA Environmental Review
91
$18,000
8 Miscellaneous On -Call Services
320
$50,000
9 Project Management
324
$47,500
Total without Optional Tasks
1,907
$307,300
Total with both Optional Tasks
SZ, do"
Note: Does not include subcontractor hours.
TABLE2
2008 Expense Charges
Task
Unit
Unit Rate ($)
Subcontracts
Each item
Actual cost + 10%
Travel
Each item
Actual cost
Small quantity in-house reproduction
Each item
No cost
Other Direct Expenses
Each item
Actual cost + 10%
Overnight Mail
Each item
At cost
First Class Mail (for large mailings only)
Each item
At cost
Automobile Mileage (personal vehicle)
Per mile
$0.585a
CH2M HILL -owned field equipment (e.g., GPS units)
Each item
At CH2M HILL's
standard rate
Notes:
a or current federal rate
Mr. Donal O'Callaghan
November 7,2008
Page 14
Subcontractors
To augment CH2M HILL staff, subcontractors and outside vendors may be used and will be
subject to a 10 percent markup. Outside vendors will be used for providing aerial
photography, assisting with the work described in Subtask 4, and the future fieldwork,
reproduction of the environmental documents, identification of nearby property ownership
records (if needed), and identification of past hazardous materials usage and other database
searches.
If you have any questions, please contact John Carrier at (916) 286-0224 or Jennifer Scholl at
(805) 568-0650.
Sincerely,
CI-12M HILL
"s,
Thomas J. Horst
Vice President, Industrial Systems
Attachments
ATTACHMENT A
Vernon Wind Project - Phase I
Proposed Hourly Labor Rates
Functional Category
Rate
Period:
2008
2009
Principal
$210
$219
Senior Consultant / Scientist or Program Manager
$199
$208
Senior Engineer Scientist or Sr. Project Manager
$181
$189
Project Engineer Scientist
$137
$143
Project Surveyor
$165
$172
Staff Surveyor
$119
$124
Associate Surveryor
$102
$107
Surveyor Technician
$91
$95
Lead Engineer/Scientist
$165
$172
Staff Engineer/ Scientist
$119
$124
Associate Engineer/ Scientist
$102
$107
Junior Engineer/ Scientist
$91
$95
Senior Technician / Graphics / Drafting
$102
$107
Technician / Graphics / Drafting
$91
$95
Office / Clerical /Accounting
$74
$77
Attachment 4.3
City of Vernon, CA
Record of Survey for Wind Projects of the Onyx Ranch Properties
APN Sec Township Range
153-110-04
36
T29S
R35E
153-110-05
35
T29S
R35E
153-120-10
31
T29S
R35E
153-120-11
31
T29S
R35E
153-180-09
31
T29S
R36E
153-180-10
31
T29S
R36E
442-010-04
1
T30S
R34E
442-010-07
11
T30S
R34E
442-020-02
2
T30S
R34E
442-030-03
14
T30S
R34E
442-030-05
13
T30S
R34E
443-010-02
23
T30S
R34E
443-030-16
25
T30S
R34E
444-010-01
3
T30S
R35E
444-010-04
2
T30S
R35E
444-010-06
1
T30S
R35E
444-010-08
12
T30S
R35E
444-010-10
11
T30S
R35E
444-010-13
10
T30S
R35E
444-020-03
5
T30S
R35E
444-020-09
9
T30S
R35E
444-020-14
8
T30S
R35E
444-020-16
7
T30S
R35E
444-030-01
15
T30S
R35E
444-030-08
13
T30S
R35E
444-030-06
14
T30S
R35E
444-030-11
23
T30S
R35E
APN sec Township Range
444-040-09
16
T30S
R35E
444-040-11
16
T30S
R35E
444-040-15
21
T30S
R35E
444-040-18
19
T30S
R35E
444-040-19
19
T30S
R35E
444-040-13
16
T30S
R35E
444-050-01
27
T30S
R35E
444-050-04
25
T30S
R35E
444-060-03
29
T30S
R35E
444-060-08
33
T30S
R35E
444-070-01
3
T30S
R36E
444-070-02
3
T30S
R36E
444-080-01
6
T30S
R36E
444-080-02
6
T30S
R36E
444-080-05
5
T30S
R36E
444-080-06
5
T30S
R36E
444-080-11
8
T30S
R36E
444-080-13
7
T30S
R36E
444-080-15
7
T30S
R36E
444-100-02
17
T30S
R36E
444-100-10
19
T30S
R36E
444-100-11
19
T30S
R36E
444-060-05
28
T30S
R35E
444-040-02
17
T30S
R35E
RESOLUTION NO. 2011-71
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON ACCEPTING THE NOVATION OF CH2MHILL, INC.
FROM CH2MHILL, INC. TO CH2MHILL ENGINEERS, INC.
AND AUTHORIZING THE EXECUTION OF TASK ORDER NO.
2011-1 TO THE STANDARD MASTER AGREEMENT, BY AND
BETWEEN THE CITY OF VERNON AND CH2MHILL ENGINEERS,
INC.
WHEREAS, on February 23, 2009, the City Council of the City
of Vernon adopted Resolution No. 9866 approving a Standard Master
Agreement (the "Agreement"), with CH2MHILL, Inc., to provide
environmental and engineering support and related services, as well as
construction management services, in connection with power and energy
projects on a task basis; and
WHEREAS, on October 19, 2009, the City Council of the City
of Vernon adopted Resolution No. 10,081 approving Task Order No. I.,
Modification B to the Agreement; and
WHEREAS, City Staff has received a request for consent to
novate CH2MHill's Agreement from CH2MHill, Inc. to CH2MHill Engineers,
Inc. ("CH2MHill Engineers"); and
WHEREAS, CH2MHill Engineers will assume all obligations
under the Agreement with the same terms and conditions; and
WHEREAS, on April 19, 2011 the City Council of the City of
Vernon approved Task order No. 2011-1 with CH2MHill Engineers for
additional funds to cover the activities as part of the ongoing
support for the development and permitting of the City's wind energy
project in an amount not to exceed $505,133.00, subject to a contract
to be drafted by the City Attorney and executed by both parties; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) and
(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to approve Task Order No. 2011-1 to the
Agreement with CH2MHILL Engineers to provide professional and
consulting services for the ongoing support of the development of wind
energy resources.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
accepts the request for consent to novate CH2MHill, Inc. from
CH2MHill, Inc. to CH2MHill Engineers, Inc., a copy of which is
attached hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
approves Task Order No. 2011-1, with CH2MHill Engineers, Inc., a copy
of which is attached hereto as Exhibit B.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the request for
consent to novate and Task order No. 2011-1 for, and on behalf of, the
City of Vernon and the City Clerk is hereby authorized to attest
thereto.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
- 2 -
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed request for consent to novate and Task Order No. 2011-1 to
CH2MHILL Engineers, Inc.
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 3 Id day of may, 2011.
A77T:
r, W MWAV A W", WA "a, �1- 0 le I �R I
Name: Hilario Gonzales
Title: Mayor /
- 3 -
STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2011-71, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, May'3, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this �- day of May, 2011, at Vernon, California.
(SEAL)
5�6:m
�-izy t-:ierK
- 4 -
EXHIBIT A
CH2M HILL
222 East Carrillo, Suite 207
Santa Barbara, CA 93101
CH21WHILL Tol 805.568.3811
AW
February 23, 2011
Mr. Carlos Fandino
Director of Power & Light
City of Vernon
4305 South Santa Fe Avenue
Vernon, CA 90058-1714
SUBJECT: Request for Notification and Consent to Novate CH2M HILL's City of Vernon -
Master Professional Services Agreement, dated February 23, 2009 ("Contract"),
from CH2M HILL, Inc. to CH2M HILL Engineers, Inc.
Dear Javier:
As we discussed, CH2M HILL has decided to restructure our approach to delivering U.S.
Federal and Non -Federal work. CH2M HILL conducts business in both U.S. Federal and Non -
Federal (commercial) markets, and until now, a significant portion of our Non -Federal business
has been housed in the same entities that were set up to satisfy the regulated U.S. Federal
market. With this ' in mind, CH2M HILL's leadership has decided to move our commercial work
out of U.S. Federal entities and into Non -Federal (commercial) entities.
Effective upon the date of City approval, CH2M HILL will novate the Contract from
CH2M HILL, Inc. (INC) to CH2M HILL Engineers, Inc. (CHE). CHE will assume all of the
rights, benefits and liabilities under -the Contract.
CHE will ensure the following upon the effective date of the assignment:
• There will be no change in personnel assigned to your project.
• There will be no interruption in continuity of service.
• All contractual obligations will continue to be delivered and satisfied.
Pursuant to and in accordance with Article 6.9 Assignment of the Master Services Agreement,
this letter constitutes CH2M HILL's request for consent of CH2M HILL's novation of the
Contract from INC to CHE. Please provide your consent to and approval of Contract
assignment to CHE by executing the consent block below and emailing an executed copy back
to Jennifer Scholl's attention: je.nnifer.scholl@ch2m.com.
REVISED 4M2011
City of Vernon
February 23, 2011
Page 2
If you have any questions about this request, please contact Jennifer Scholl or Jessica Kinnahan
at (805) 568-0650.
Sincerely,
CH2M HILL Engineers, Inc.
By:
Name:
Chris Shea
Title:
Vice President, Environmental Services
Phone:
(720) 286-3136
Fax:
(720) 286-9250
Email:
Chris.Shea@ch2m.com
Sincerely,
CH2M HILL,
By:
Name: Mark L. Bricker
Title: Vice President, Environmental Services
Phone: (425) 233-3294
Fax: (425) 468-3100
Email: Mark.Bricker@ch2m com
The City of Vernon hereby consents to and approves o ' f assignment of the contract from
CH2M HILL, INC. to CI-12M HILL Engineers, INC, effective 2011.
City of Vernon:
By:
Name:
Title:
Phone:
Fax:
Email:
REVISED 4/7/2011
EXHiBTT B
TASK ORDER NO. 2011-1
THIS TASK ORDER IS ISSUED PURSUANT TO THE STANDARD MASTER AGREEMENT
BETWEEN C112M HILL ENGINEERS, INC. AND THE CITY OF VERNON FOR PROFES91ONAL
SERVICES DATED MARCH 4,2009, AS AMENDED IN APRIL 2011 ("AGREEMENT")
The City of Vernon Renewable Energy Lands Project (VREL), which is incorporated herein by this reference, with
respect to the ("Project") to provide ongoing support for the develo pment and permitting of wind energy
generation on lands subject to the existing and future control of the City located in the Kelso Valley, Kem County,
California.
Specific Services:
Provide services as described in the attached proposal dated March 21, 2011 (the "Proposal"), attached hereto, and
incorporated herein by this reference.
Compensation Provisions:
Time and materials basis at rates set forth in the Proposal in an amount not to exceed $505,133 unless previously
approved by the City in writing.
Work Schedule:
As set forth in the proposal, Task Order No. 2011-1 covers the following activities necessary to comply with local,
state or federal requirements related to the Endangered Species Act (ESA), the California Endangered Species
(CESA) and the California Environmental Quality Act (CEQA): Activity I- Project Description Development;
Activity 2 - Biological Resource Mobilization; Activity 3 - Habitat Characterization; Activity 4 - Met
Tower/AnaBat Installation; Activity 5 - Permit Planning/Support; Activity 6 - GIS Analysis/Support; and Activity
7 - Project Management.
The Authorized Representatives designated below are authorized to act with, respect to Task Order.
Communications between the parties shall be between parties and their consultants or subcontractors shall be
through the Authorized Representatives:
For CH2M HILL Engineers, INC. For the Client
Name: Mark L. Bricker Name: Carlos Fandino, Director of Power &
Address: 1100 112th Ave. NE, Ste 400 Light
Address: 4305 Santa Fe Avenue,
Bellevue, WA 98004 Vernon, CA 90058
Telephone: 425-233-3294 Telephone: 323-583-1811
Except as specifically modified in this Task Order No. 2011 - 1, all terms and conditions set forth in the Agreement
remain in full force and effect.
This Task Order No. 2011-1, will be effective April 19,2011.
Accepted for CH2M HILL Engineers, INC. by: Accepted for Client by:
Name: Mark L. Bricker Name:. C-
Hilario Gonzales
Title: Vice President, Environmental Services Title: Difeetef of Light& PeweF Mayor
ATTEST:
Willard G. Yamaguchi, City Clerk
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21,2011
initiating surveys. Raptor nest surveys and searches will be conducted during the Spring
2011 breeding season, beginning April 2011, including one 1-day aerial survey. The objective
of the surveys is to locate the active and inactive nests that may be subject to disturbance
and/or displacement effects from wind project construction and/or operation. The nest
surveys will gather information on species nesting in the area including nest locations,
nesting season (timing), and nest success. The survey area will include the primary study
area and the area within an approximate 2-n-dle buffer of the study area, the primary project
access routes and any transmission line corridors needed for the site.
Two methods, ground and aerial, will be used to survey for raptor nests. One aerial raptor
nest survey will be conducted via helicopter in April or May. Additionally, on -the -ground
nest surveys will be conducted throughout the nesting season during the avian use surveys,
described in the subtask above.
Anabat Data Collection and Bat Acoustic Studies
CH2M HILL and its subcontractor (WEST, Inc.) will draft a study prot6col acceptable to
USFWS and CDFG for implementing the bat acoustic study. The bat acoustic study protocol
will be designed and implemented to assess species composition, estimate relative bat
population density at the site, assess timing of migration, and provide information on
temporal and spatial patterns of bat activity across the site. IrL addition, the study protocol
will outline methods for data collection (e.g., number and species of bats observed) and
subsequent impact assessment (e.g., potential for collision fatalities) using recognized
biometric applications.
2.2.1 Assumptions
• Field data collection worksheets will be included as part of the draft protocol.
• Surveyor training and protocol compliance will be conducted prior to initiating baseline
surveys.
* WEST will conduct the statistical analyses using the summarized data and provide
CH2M HILL with the results. CH2M HILL's technical team will rely upon Critigen (see
Task 7 below) for GIS support. As needed, other subcontractors will be added to meet the
project scheduling requirements with appropriate adjustments to scope and cost as
necessary.
* Raptor nest survey data will be included in the Draft and Final Interim Avian Use Study
Report.
* The City will charter the helicopter directly for aerial raptor nest and focused eagle
surveys and provide all necessary insurance.
2.2.2 Deliverables
• Draft avian point count, raptor nest survey, and Anabat protocol will be prepared and
submitted electronically to the City for comment and review.
• The draft avian point count, raptor nest survey, and Anabat protocol (incorporating the
City Team's comments) will be subn-dtted electronically for resouxce agency review in
advance of in -person agency coordination meeting (see Task 2.1).
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
Final avian point count, raptor nest survey, and Anabat protocol, incorporating agency
conunents, and recommendations, will be delivered to the City electronically and as hard
copies.
0 Draft Interim Avian Use Study and Draft Interim Bat Acoustics Study Reports will be
delivered to the City electronically for review. One round of City comments will be
incorporated into the Final Interim Avian Use Study and Draft Interim Bat Acoustics
Study Reports, which will be delivered electronically and as hard copies.
Task 3: Habitat Characterization
CH2M HILL will build upon the habitat/vegetation community mapping completed as part
of previous data collection efforts by the City of and NSR. This mapping will cover City -
controlled lands with development potential. In addition, this habitat/ vegetation community
mapping will serve as principal tool to effectively site the appurtenant wind energy
infrastructure. This characterization effort will be used to identify the focused surveys
required for compliance with ESA and CESA. The habitat/vegetation community
assessments will be completed by conducting both aerial mapping and field reconnaissance.
The purpose of the aerial mapping is to become familiar with the project area, identify and
map habitats/vegetation communities.
One, two-day field survey will be conducted to verify aerial mapping results. This survey
will refine mapped habitats/ vegetation communities and identify potential habitat for
special status species. Vegetation conununities will be delineated according to the Holland
classification system and Keeler -Wolf classification system, as appropriate, the more widely
used California desert vegetation classification systems.
The data and conclusions made as a result of the habitat characterization tasks will be used
to identify the scope and implementation of the biological survey program to be defined
under supplemental scopes of work and submitted to the City of Vernon for additional
consideration.
Assumptions
0 A CH2M HILL biologist and a high desert botanist will conduct the reconnaissance -level
field survey over a two day field effort. Where access cannot be gained, CH2M HILL will
rely on aerial mapping and topographic data alone.
0 Detailed vegetation communication surveys and plant classifications including keying to
genus or species level are not a part of the field reconnaissance effort.
Deliverables
Draft habitat/ vegetation community technical memo to document the findings of the
aerial mapping and reconnaissance survey.
Final habitat/vegetation community technical memo.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21,2011
Task 4: Meteorological Tower/AnaBat Installation
Task. 4.1 Meteorological Tower Program
CH2M HILL will support the City in implementing a meteorological (met) tower program,
including oversight of the installation of up to 8 new met towers by Harness Energy, to
include permitting and logistical coordination prior to the installation, and construction
oversight. CH2M HILL will coordinate with Kern County to process the required building
permits, prepare construction "tailgate" training materials, assist with logistics pre-, during,
and post -installation efforts, and providing construction oversight. CH2M HILL will be
present during installation of the met towers to monitor the construction activities in order to
minimize potential construction impacts to biological resources.
Assumptions
• The City will contract directly with the met tower installer.
• One pre -construction visit is anticipated for sensitive resource identification and
flagging.
• Worker education meeting is anticipated to occur during the pre -construction site visit.
One biologist and one envirom-nental planner will be present during key periods of
installation (i.e., pre -construction, site mobilization, vegetation removal and ground
disturbance, and site clean-up).
• AnaBat pulleys will be installed on each met tower by the City -contracted met tower
installer according to manufacturer specifications.
• Firefly bird diverters will be installed on all guy wires, by the City -contracted met tower
installer; a maximum distance of 30 feet apart.
Installation activities are expected to take up to 28 working days for the 8 towers
(approximately 3.5 days per tower). CH2MHILL construction oversight will include
"spot checks" requiring a maximum of 12 site visits.
Deliverables
• Draft worker education brochure.
• Final worker education brochure, incorporating one consolidated set of City comments.
• Draft technical memorandum summarizing installation activities.
0 Final technical memorandum, incorpating one consolidated set of City comments.
Task 4.2 AnaBat Installation
CH2M HILL and its subcontractor (WEST, Inc.) will install up to 8 AnaBat units consistent
with agency requirements in appropriate locations within the site and on met tower locations
as detern-dned in Task 4.1, Met Tower Program.
Harness Energy will be responsible for mistallation of the met towers while CH2M HILL will
be responsible for installation of the AnaBat units (except for the pulley systems, which will
be installed by Harness Energy). CH2M HILL will install bat monitoring equipment,
COPYRIGHT 2011 BY CH21A HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
including microphones and solar panels. CH2M HILL will coordinate with Harness Energy
regarding the timing for installation of the AnaBat components.
For AnaBat units installed on met towers, the detectors will be paired so that two
microphones will be mounted per met tower; one near ground level approximately 1.5
meters (about 5 feet) above the ground and the other attached to the met tower at a height
located within the future VVTG rotor -swept zone, typically a minimum of ;-> 30 meters (about
100 feet) above the ground.
During installation of the met towers, a pulley system will be installed (by Harness Energy)
on each met tower and used to raise and lower the microphones. During installation, CH2M
HILL staff will be present to monitor installation of the met towers as described in Task 4.1,
Met Tower Program. Data collection and reporting from AnaBat units is described in Task 2,
Biological Resource Data Collection Protocols and Initial Field Mobilization.
Assumptions
• Oversight and installation of up to 8 AnaBat units on met towers at ground level will be
conducted by CH2M HILL staff/ subcontractors.
• Installation of AnaBat units will occur during the same period of met tower installation.
Deliverables
• Draft technical memorandum summarizing installation activities.
• Final technical memorandum, incorpating me consolidated set of City comments.
Task 5: Permit Planning/Support
Task 5.1 Culvert Replacement Project
The City has indicated the desire to eliminate the outstanding Kern County enforcement case
related to the unpern-dtted road grading and culvert, installed by others. Closure of the
enforcement case will help to enhance the City's asset value. Under this activity,
CH2M HILL will coordinate with and periodically monitor the construction contractor for
road/ culvert repair. Construction is anticipated to include mobilization, road grading,
erosion control (sand bags, silt fence, fiber rolls, rip rap drainage pads) and hydroseeding,
and storm drain culvert installation.
Assumptions
• Pasquini Engineering, Inc. will contract directly with the City for this activity.
• Pasquini Engineering, Inc. hag received Kern County approval of construction plans for
the proposed culvert replacement project and is responsible for providing all pertinent
design and construction information to support construction scheduling/ implementation
by the subcontractor and periodic subcontractor monitoring by CH2M HILL.
CH2M HILL construction monitoring will include "spot checks" of subcontractor
construction activities, requiring a maximum of 10 site visits.
Construction scheduling is the responsibility of the subcontractor, and is responsible to
communicate any deviations from the proposed schedule to the City.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
CH2M HILL will be responsible for required fees for grading and other permits required
to implement the culvert replacement, up to a maximum of $5,000 as discussed in Task
5.2 below.
Task 5.2 Permitting Support
CH2M HILL will continue to support the City with permitting support, strategy and
guidance, and initial coordination with permitting agencies, as appropriate. Efforts will
include assessment of initial environmental resource data (as determined by Tasks 1 through
3), guidance/ strategy related to regulatory permitting requirements, and data management
required to support application processing for Kern County and Bureau of Land
Management. In addition, CH2M HILL will be responsible for paying necessary permit fees,
up to a maximum of $5,000.
Assumption
Permit and County administrative fees will not exceed $5,000.
Deliverable
Draft application package outline for future permitting.
Task 6: GIS Analysis/Support - Critigen
This SOW and budget estimate covers GIS analysis and support through July 2011 for Tasks
1 through 5, as previously discussed.
Assumptions
• The following is assumed for Critigen GIS analysis/ support by task: Task 1 - 318 labor
hours; Task 2 - 180 labor hours; Task 3 - 80 labor hours; Task 4 - 40 labor hours; Task 5 -
80 labor hours.
• Critigen GIS analysis/ support for the period of performance (April - July 2011) is
assumed to require a maximum of 698 labor hours, not to exceed $ 91,350 as listed in
Table 1.
Task 7: Project Management and Administration
This scope of work and budget estimate covers project management, including transactional
support, and administrative support through July 2011.
Reporting
CH2M HILL will prepare monthly reports to be submitted to the City. These reports will
document the activities that took place, the previous month, activities planned for the current
month, and any problems or concerns encountered by the project team.
Change Management
In any baseline data collection effort, changes from the original scope and assumptions may
occur. Our team will promptly identify and communicate change issues to the City for
appropriate consideration under this and/or future scopes of work. It is anticipated that
supplemental scopes of work will be developed to cover the next phase of ongoing activities
during the delivery of the current scope of work.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21,2011
Quality Management
Consistent with past efforts, Quality Management tasks will include the following:
0 Participation of two staff on up to six team calls and preparation of meeting notes.
0 Preparation of monthly status reports to accompany invoices.
Transactional support, including calls with potential developers, communication with
Latham & Watkins, preparation of array maps and other maps as requested by Latham &
Watkins and/or the City.
0 QA/QC of project teamwork product and deliverables.
0 Preparation of proposals for additional scopes of work.
Assumptions
Includes weekly coordination calls between CH2M HILL project management team and
city.
Includes administrative support for preparing invoices, issuing subcontracts and
processing subcontractor invoices, and other administrative support (assumed to average
12 hours per month).
Deliverables
Monthly reports and invoicing.
Budget Summary
CH2M HILL's budget estimate for this scope of work is provided in Table 2. CH2M HILL
2011 labor and expense rates have been previously submitted to the City. The proposed
budget for this work is $505,133. This amount will not be exceeded without prior written
authorization from the City.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
TABLE 2
Breakdown of Estimated Time and Materials Budget
Task
No.
Description
CH2M HILL
Labor
Hours
CH2M HILL
Labor Costs
Sub -Contracts
and Expenses
Budget
1
Project Definition
342
$49,496
$0
$49,496
2
Biological Resource
Mobilization Activities
834
$113,380
$66,513
$179,893
2.1
Agency and Data Coordination
Plan
238
$31,470
$400
$31,870
2.2
Data Collection Protocols and
Fieldwork Mobilization
596
$81,910
$66,113
$148,023
3
Habitat Characterization
272-
$33,048
$3,152
$36,200
4
Met Tower/AnaBat Installation
452
$51,960
$7,058
$59,018
5.1
Culvert Replacement Project
146
$18,629
$3,400
$22,029
5.2
Permitting Support,
192
$24,740
$5,858
$30,598
5
Permit Planning/Support
338
$43,369
$9,258
$52,627
6
GIS Analysis/Support -
Critigen .
NIA
N/A
$91,350
$91,350
7
Project Management and
Administration
282
$36,429
$120
$36,549
Totals
2,520
$327,682
$177,451
$505,133
Contract Terms
CH2M. HILL proposes to perform this work as Task Order No. 2011-1, on a time -and -
materials basis under the contract terms and conditions from the Master Services Agreement,
dated March 4,2009, as amended in April 2011.
10
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
H1111 1h,
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
May 5, 2011
Jessica Kinnahan
CH2MHill Engineers
222 East Carrillo, Suite 207
Santa Barbara, CA 93 101
Re: Task Order No. 2011 -1 and Request for Notification and Consent to Novate
Dear Ms. Kinnahan:
Transmitted herewith are fully executed originals of the above -referenced documents, approved
by City Council on May 3, 2011, through Resolution No. 2011-71.
If you have any questions regarding this matter, please call Carlos Fandino at 323/583-8811 ext.
834.
Ve ly yours,
ry
WILLAR Y G CHI
AV
City Clerk/Inte City Attorney
WGY:dj
c: Carlos Fandino
Purchasing Department
Resolution No. 2011-71, 9866, 10,081
Agreement File No. 11 -054
E�Ccfusivefy Industfiaf
Page I of I
Juarez, Debbie
From: Juarez, Debbie
Sent: Thursday, May 05, 2011 2:55 PM
To: 'Jennifer.scholl@ch2m.com'; Fandino, Carlos; Hunter, Audra; Valdez, Javier; Tolmasoff, Tania
Subject: CH2MHILL Engineers, Inc. - Request for Notification and Consent to Novate - Fully Executed
Copy
Attachments: CH2MHILL ENGINEERS - REQUEST FOR NOTIFICATION AND CONSENT TO NOVATE.PDF
5/5/2011
CH2M HILL
222 East Carrillo, Suite 207
Santa Barbara, CA 93101
Tel 805.568.3811
CH2MHILL
February 23, 2011
Mr. Carlos Fandino
Director of Power & Light
City of Vernon
4305 South Santa Fe Avenue
Vernon, CA 90058-1714
SUBJECT: Request for Notification and Consent to Novate CH2M HILL's City of Vernon -
Master Professional Services Agreement, dated February 23, 2009 ("Contract"),
from CH2M HILL, Inc. to CH2M HILL Engineers, Inc.
Dear Javier:
As we discussed, CH2M HILL has decide d to restructure our approach to delivering U.S.
Federal and Non -Federal work. CH2M HILL conducts business in both U.S. Federal and Non -
Federal (commercial) markets, and until now, a significant portion of our Non -Federal business
has been housed in the same entities that were set up to satisfy the regulated U.S. Federal
market. With this in mind, CH2M HILL's leadership has decided to move our commercial work
out of U.S. Federal entities and into Non -Federal (commercial) entities.
Effective upon the date of City approval, CH2M HILL will novate the Contract from
CH2M HILL, Inc. (INC) to CH2M HILL Engineers, Inc. (CHE). CHE will assume all of the
rights, benefits and liabilities under the Contract.
CHE will ensure the following upon the effective date of the assignment:
• There will be no change in personnel assigned to your project.
• There will be no interruption in continuity of service.
• All contractual obligations will continue to be delivered and satisfied.
Pursuant to and in accordance with Article 6.9 Assignment of the Master Services Agreement,
this letter constitutes CH2M HILL's request for consent of CH2M HILL's novation of the
Contract from INC to CHE. . Please provide your consent to and approval of Contract
assignment to CHE by executing the consent block below and emailing an executed copy back
to Jennifer Scholl's attention: jennifer.scholl@ch2m.com.
REVISED 4/7/2011
ih7 nf Vornn-n
February 23, 2011
Page 2
If you have any questions about this request, please contact Jennifer Scholl or Jessica Kinnahan
at (805) 568-0650.
Sincerely,
CH2M HILL Engineers, Inc.
By:
Name: Chris Shea
Title: Vice President, Environmental Services
Phone: (720) 286-3136
Fax: (720) 286-9250
Email: Chris.Shea@ch2m.com
Sincerely,
CH2M HILL, I�
By:
Name: Mark L. Bricker
Title: Vice President, Environmental Services
Phone: (425) 233-3294
Fax: (425) 468-3100
Email: Mark.Bricker@ch2m.com
The City of Vernon hereby consents to and approves of assignment of the contract from
CH2M HILL, INC. to CH2M HILL Engineers, INC, effective May 3 2011.
City of Vernon:
By:
Name: Hilario Gonzales A T1* 01
Title: Mayor Wiftard t. Yalrag C 1, CU Clerk
Phone: 323-583-8811 ext. 834 APPROVED AS TO VRM:
Fax: 323-826-1408
Michael B. Montgome �pecial Counsel
Email: cfandino@ci.vernon.ca.us "-7� �—'
REVISED 4/7/2011
TASK ORDER NO. 2011-1
THIS TASK ORDER IS ISSUED PURSUANT TO THE STANDARD MASTER AGREEMENT
BETWEEN C112M HILL ENGINEERS, INC. AND THE CITY OF VERNON FOR PROFESSIONAL
SERVICES DATED MARCH 4,2009, AS AMENDED IN APRIL 2011 ("AGREEMENT")
The City of Vernon Renewable Energy Lands Project (VREL), which is incorporated herein by this reference, with
respect to the ("Proj ecf ') to provide ongoing support for the development and permitting of wind energy
generation on lands subject to the existing and future control of the City located in the Kelso Valley, Kern County,
California.
Specific Services:
Provide services as described in the attached proposal dated March 21, 2011 (the "Proposal"), attached hereto, and
incorporated herein by this reference.
Compensation Provisions:
Time and materials basis at rates set forth in the Proposal in an amount not to exceed $505,1 33 unless previously
approved by the City in writing.
Work Schedule:
As set forth in the proposal, Task Order No. 2011 -1 covers the following activities necessary to comply with local,
state or federal requirements related to the Endangered Species Act (ESA), the California Endangered Species
(CESA) and the California Environmental Quality Act (CEQA): Activity I - Project Description Development;
Activity 2 - Biological Resource Mobilization; Activity 3 - Habitat Characterization; Activity 4 - Met
Tower/AnaBat Installation; Activity 5 - Permit Planning/Support; Activity 6 - GIS Analysis/Support-, and Activity
7 - Project Management.
The Authorized Representatives designated below are authorized to act with respect to Task, Order.
Communications between the parties shall be between parties and their consultants or subcontractors shall be
through the Authorized Representatives:
For CH2M HILL Engineers, INC. For the Client
Name: Mark L. Bricker Name: Carlos Fandino, Director of Power &
Light
Address: I 100 1 12'b Ave. NE, Ste 400 Address: 4305 Santa Fe Avenue,
Bellevue, WA 98004 Vernon, CA 90058
Telephone: 425-233-3294 Telephone: 323-583-1811
Except as specifically modified in this Task Order No. 2011 - 1, all terms and conditions set forth in the Agreement
remain in full force and effect.
This Task Order No. 2011-1, will be effective April 19, 2011.
Accepted for CH2M HILL Engineers, INC. by: Accepted for Client by:
Name: Mark L. Bricker
Title: Vice President, Environmental Services
Name: GfflasFandifte Hilario Gonzales
Title: Mayor
ATTZST:
Wil,Xard G. YffhaVhi, Ui y Clerk
APPROVED AS TO FORM:
Michael L Montgomery, Speififal Counsel
City of Vernon Renewable Energy Land (VREL)
ATTACHMENT A
Scope of Work
General Scope
This Scope of Work (SOW) describes the activities that CH2M HILL will complete on behalf
of the City, from April 2011 through July 2011. Activities outlined within this SOW are
necessary to maintain the asset value, support future permitting with Kern County, state and
federal agencies (e.g., Endangered Species Act [ESA], the California Endangered Species Act
[CESA] and the California Environmental Quality Act [CEQAI. Activities covered within this
scope of work cover a period of approximately 4 months, as'identified in Table 1, and are
presented to allow flexibility with work delivery with the understanding that supplemental
scopes of work will be required to cover subsequent phases of ongoing VREL development.
TABLE 1
CH2M HIL Proposed SOW - City of Vernon Renewable Energy Land Developm nt Support
Activity
No.
Task
Anticipated Timing for
Implementation
1
Project Definition
April 2011 to July 2011
2
Biological Resource Mobilization Activities
April 2011 to June 2011
3
Habitat Characterization
April 2011 to May 2011
4
Met Tower/AnaBat Installation
Late -April to Late -May 2011
5
Permit Planning/Support
April 2011 to July 2011
6
GISAnaly is/Support—Critigen
April 2011 to July 2011
7
Project Administration
April 2011 to July 2011
General Assumptions
General SOW assumptions:
The SOW covers the initial phase (Phase I - April 2011 through July 2011) of VREL
development. Supplemental scopes of work. are anticipated to be required to cover the
next phase of ongoing activities, with the first supplemental scope to be submitted in
early -May 2011.
In order to meet the City's expectations, CH2M HILL may rely on specialized
subcontractors to support data collection and reporting requirements.
CH2M HILL directly contracts with Critigen (CH2M HILL former entity) for GIS-related
tasks and services.
• Site access will continue to be authorized by the City through coordination with
Renewable Resources Group, Inc. and NextEra Energy Resources.
• CH2M HILL will address one round of consolidated City Team comments on each draft
deliverable. Draft deliverables will be provided in electronic forrnat. Final deliverables
COPYRIGHT 2011 BY CH2M HILL, INC, - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
will be provided in hard copy (up to five copies) and uploaded to the Project SharePoint
site.
• Meetings minutes/notes will be delivered in electronic format.
• A Trimble Geo XT sub -meter accuracy global positioning system (GPS) unit will be used
for data collection during all field work.
CH2M HILL staff and subcontractor safety will be the highest priority. Project team
members, including subcontractors, will be required to comply with CH2M HILL's VREL
Health and Safety Plan. The CH2M HILL Field Safety Coordinator will implement the
Plan and day-to-day safety oversight will occur concurrently with survey efforts.
Additional task -specific assumptions are presented in the respective descriptions for Tasks 1
through 7 described below.,
Task 1: Project Definition
CH2M HILL will provide support to the City for developing a site layout for wind
development on lands controlled by the City. CH2M HILL will collaborate with the City of
Vernon technical staff and V-BAR, wind resource specialists, to develop the site layout.
CH2M HILL's technical team will rely upon Critigen (see Task 6 below) for GIS support and
on CH2M HILL Engineers (CHE) for wind energy engineering support to develop a site
layout that can be used to comply with regulatory agency requirements for the
implementation of a wind energy facility.
Project components to be defined include wind turbine generator (WTG) arrays, access
roads, collector lines, generation interconnection, collector substations, concrete batch plants,
construction staging areas, water storage areas, and operation and maintenance facilities.
Assumptions
• All data collected for the NextEra North Sky River Project will be released to the City of
Vernon and used by CH2M HILL to support the project. This includes the use of high
resolution ortho-topo photography, refined contours, and all envirom-nental resource
data (air quality, biological, cultural, geotechnical, noise, paleontological, traffic, and
visual). The existing CH2M HILL/NextEra Energy Resources contract precludes the
release of any confidential or vendor specific data related to V\TTG design and siting.
• Only commercially available wind turbine models will be considered for project design.
The draft and final conceptual site layout produced as part of this task will be based
solely on activities conducted as part of the initial phase (Phase I - April 2011 through
July 2011) development of the VREL. Subsequent revisions/ iterations to the site layout
will be conducted under supplemental scopes of work.
This task assumes one 1-day site visit by up to three CH2M HILL staff and City
representatives.
Deliverables
0 Draft and Final conceptual site layout.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
Task 2: Biological Resource Mobilization Activities
Task 2.1 Agency and Data Coordination Action Plan
CH2M HILL will analyze the data gathered for the North Sky River Wind Energy Project
(NSR) and identify which data are applicable to the City of Vernon project, and any data
required for permitting the City of Vernon project that do not currently exist. An action plan
will be developed to address data gaps. The action plan will include a discussion of the
appropriate schedule and content of coordination with BLM, CDFG, Kern County, and
USFWS.
Assumptions
CH2M HILL travel costs for one in -person agency meeting are included. The cost
estimate assumes that the meeting will occur in Santa Barbara and be attended by up to 4
CH2M HILL staff. CH2M HILL Avian Task Leader and Project Manager will coordinate
and participate in conference calls with USFWS and CDFG staff, as needed, not to exceed
two calls per month over the four months covered by this SOW.
Deliverables
• A draft Data Collection and Agency Coordination Action Plan will be provided
electronically for the City of Vernon's review. One round of comments will be
incorporated before the final Plan is delivered electronically and as a hard copy to the
City.
• Meeting minutes and action items from resource agency meetings.
Task 2.2 Data Collection Protocols and Fieldwork Mobilization ,
CH2M HILL will leverage the experience gained from similar projects in the vicinity to
develop survey protocols for the collection of avian point counts, raptor nest, and Anabat
data. CH2MHILL will mobilize the field survey efforts and begin to implement the data
collection program, according to the developed/ agency endorsed protocols.
Avian Baseline Surveys
CH2M HILL and its sub -contractor (WEST, Inc.) will prepare and finalize a study protocol
for conducting avian use studies acceptable to CDFG and USFWS.
Under this activity, the CH2M HILL Avian Task Leader and an avian specialist will conduct
a reconnaissance -level field visit (one 10-hour day) to identify up to 20 suitable avian point
count locations within the project area. After City approval of the point count protocol,
CH2M HILL will establish the permanent point count locations. Baseline avian use data will
be collected by visiting each designated point count location once per week beginning in
May 2011 and continuing through the four months covered by this SOW. A pre -established
survey schedule will be developed prior to initiating fieldwork. Staff safety and protocol
compliance training will occur prior to initiating surveys. CH2M HILL will rely on existing
data collected during site reconnaissance in Spring 2009 to the present, and GIS data
collected by CH2M HILL.
Raptor Nest and Focused Eagle Surveys
CH2M HILL and its sub -contractor (WEST, Inc.) will develop a raptor nest survey protocol
prior to initiating fieldwork. Staff safety and protocol compliance training will occur prior to
COPYRIGHT 2011 BY CH2M HILL, INC, - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
initiating surveys. Raptorn.est surveys and searches will be conducted during the Spring
2011 breeding season, beginning April 2011, including one 1-day aerial survey. The objective
of the surveys is to locate the active and inactive nests that may be subject to disturbance
and/or displacement effects from wind project construction and/or operation. The nest
surveys will gather information on species nesting in the area including nest locations,
nesting season (timing), and nest success. The survey area will include the primary study
area and the area within an approximate 2-n-dle buffer of the study area, the primary project
access routes and any transmission line corridors needed for the site.
Two methods, ground and aerial, will be used to survey for raptor nests. One aerial raptor
nest survey will be conducted via helicopter in April or May. Additionally, on -the -ground
nest surveys will be conducted throughout the nesting season during the avian use surveys,
described in the subtask above.
Anabat Data Collection and Bat Acoustic Studies
CH2M HILL and its subcontractor (WEST, Inc.) will draft a study protocol acceptable to
USFWS and CDFG for implementing the bat acoustic study. The bat acoustic study protocol
will be designed and implemented to assess species composition, estimate relative bat
population density at the site, assess timing of migration, and provide information on
temporal and spatial patterns of bat activity across the site. In addition, the study protocol
will outline methods for data collection (e.g., number and species of bats observed) and
subsequent impact assessment (e.g., potential for collision fatalities) using recognized
biometric applications.
2.2.1 Assumptions
• Field data collection worksheets will be included as part of the draft protocol.
• Surveyor training and protocol compliance will be conducted prior to initiating baseline
surveys.
• WEST will conduct the statistical analyses using the summarized data and provide
CH2M HILL with the results. CH2M HILL's technical team will rely upon Critigen (see
Task 7 below) for GIS support. As needed, other subcontractors will be added to meet the
project scheduling requirements with appropriate adjustments to scope and cost as
necessary.
• Raptor nest survey data will be included in the Draft and Final Interim Avian Use Study
Report.
• The City will charter the helicopter directly for aerial raptor nest and f ocused eagle
surveys and provide all necessary insurance.
2.2.2 Deliverables
• Draft avian point count, raptor nest survey, and Anabat protocol will be prepared and
submitted electronically to the City for comment and review.
• The draft avian point count, raptor nest survey, and A-nabat protocol (incorporating the
City Team's comments) will be submitted electronically for resource agency review in
advance of in -person agency coordination meeting (see Task 2.1).
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
Final avian point count, raptor nest survey, and Anabat protocol, incorporating agency
comments and recommendations, will be delivered to the City electronically and as hard
copies.
Draft Interim Avian Use Study and Draft Interim Bat Acoustics Study Reports will be
delivered to the City electronically for review. One round of City comments will be
incorporated into the Final Interim Avian Use Study and Draft Interim Bat Acoustics
Study Reports, which will be delivered electronically and as hard copies.
Task 3: Habitat Characterization
CH2M HILL will build upon the habitat/ vegetation community mapping completed as part
of previous data collection efforts by the City of and NSR. This mapping will cover City -
controlled lands with development potential. hi addition, this habitat/ vegetation community
mapping will serve as principal tool to effectively site the appurtenant wind energy
infrastructure. This characterization effort will be used to identify the focused surveys
required for compliance with ESA and CESA. The habitat/vegetation cornmunity
assessments will be completed by conducting both aerial mapping and field reconnaissance.
The purpose of the aerial mapping is to become familiar with the project area, identify and
map habitats/ vegetation communities.
One, two-day field survey will be conducted to verify aerial mapping results. This survey
will refine mapped habitats/ vegetation communities and identify potential habitat for
special status species. Vegetation communities will be delineated according to the Holland
classification system and Keeler -Wolf classification system, as appropriate, the more widely
used California desert vegetation classification systems.
The data and conclusions made as a result of the habitat characterization tasks will be used
to identify the scope and implementation of the biological survey program to be defined
under supplemental scopes of work and submitted to the City of Vernon for additional
consideration.
Assumptions
0 A CH2M HILL biologist and a high desert botanist will conduct the reconnaissance -level
field survey over a two day field effort. Where access can -not be gained, CH2M HILL will
rely on aerial mapping and topographic data alone.
0 Detailed vegetation communication surveys and plant classifications including keying to
genus or species level are not a part of the field reconnaissance effort.
Deliverables
Draft habitat/ vegetation community technical memo to document the findings of the
aerial mapping and reconnaissance survey.
0 Final habitat/ vegetation community technical memo.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21,2011
Task 4: Meteorological Tower/AnaBat Installation
Task 4.1 Meteorological Tower Program
CH2M HILL will support the City in implementing a meteorological (met) tower program,
including oversight of the installation of up to 8 new met towers by Harness Energy, to
include permitting and logistical coordination prior to the installation, and construction
oversight. CH2M HILL will coordinate with Kern County to process the required building
permits, prepare construction "tailgate" training materials, assist with logistics pre-, during,
and post -installation efforts, and providing construction oversight. CH2M HILL will be
present during installation of the met towers to monitor the construction activities in order to
minimize potential construction impacts to biological resources.
Assumptions
0 The City will contract directly with the met tower installer.
One pre -construction visit is anticipated for sensitive resource identification and
flagging.
0 Worker education meeting is anticipated to occur during the pre -,construction site visit.
One biologist and one environmental planner will be present during key periods of
installation (i.e., pre -construction, site mobilization, vegetation removal and ground
disturbance, and si , te clean-up).
AnaBat pulleys will be installed on each met tower by the City -contracted met tower
installer according to manufacturer specifications.
Firefly bird diverters will be installed on all guy wires, by the City -contracted met tower
installer; a maximum distance of 30 feet apart.
Installation activities are expected to take up to 28 working days for the 8 towers
(approximately 3.5 days per tower). CH2MHILL construction oversight will include
"spot checks" requiring a maximum of 12 site visits.
Deliverables
• Draft worker education brochure.
• Final worker education brochure, incorporating one consolidated set of City comments.
• Draft technical memorandum summarizing installation activities.
• Final technical memorandum, incorpating one consolidated set of City comments.
Task 4.2 AnaBat Installation
CH2M HILL and its subcontractor (WEST, Inc.) will install up to 8 AnaBat units consistent
with agency requirements in appropriate locations within the site and on met tower locations
as determined in Task 4.1, Met Tower Program.
Harness Energy will be responsible for installation of the met towers while CH2M HILL will
be responsible for installation of the AnaBat units (except for the pulley systems, which will
be installed by Harness Energy). CH2M HILL will install bat monitoring equipment,
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
including microphones and solar panels. CH2M HILL will coordinate with Harness Energy
regarding the timing for installation of the AnaBat components.
For AnaBat units installed on met towers, the detectors will be paired so that two
microphones will be mounted per met tower; one near ground level approximately 1.5
meters (about 5 feet) above the ground and the other attached to the met tower at a height
located within the future WTG rotor -swept zone, typically a minimum of �! 30 meters (about
100 feet) above the ground.
During installation of the met towers, a pulley system will be installed (by Harness Energy)
on each met tower and used to raise and lower the microphones. During installation, CH2M
HILL staff will be present to monitor installation of the met towers as described in Task 4.1,
Met Tower Program. Data collection and reporting from AnaBat units is described in Task 2,
Biological Resource Data Collection Protocols and Initial Field Mobilization.
Assumptions
• Oversight and installation of up to 8 AnaBat units on met towers at ground level will be
conducted by CH2M HILL staff/ subcontractors.
• Installation of AnaBat units will occur during the same period of met tower installation.
Deliverables
• Draft technical memorandum summarizing installation activities.
• Final technical memorandum, incorpating one consolidated set of City comments.
Task 5: Permit Planning/Suppprt
Task 5.1 Culvert Replacement Project
The City has indicated the desire to eliminate the outstanding Kern County enforcement case
related to the unpermitted road grading and culvert, installed by others. Closure of the
enforcement case will help to enhance the City's asset value. Under this activity,
CH2M HILL will coordinate with and periodically monitor the construction contractor for
road/culvert repair. Construction is anticipated to include mobilization, road grading,
erosion control (sand bags, silt fence, fiber rolls, rip rap drainage pads) and hydroseeding,
and storm drain culvert installation.
Assumptions
• Pasquini Engineering, Inc. will contract directly with the City for this activity.
• Pasquini Engineering, Inc. hag received Kem County approval of construction plans for
the proposed culvert replacement project and is responsible for providing all pertinent
design and construction information to support construction scheduling/ implementation
by the subcontractor and periodic subcontractor monitoring by CH2M HILL.
• CH2M HILL construction monitoring will include "spot checks" of subcontractor
construction activities, requiring a maximum of 10 site visits.
• Construction scheduling is the responsibility of the subcontractor, and is responsible to
communicate any deviations from the proposed schedule to the City.
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ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
CH2M HILL will be responsible for required fees for grading and other permits required
to implement the culvert replacement, up to a maximum of $5,000 as discussed in Task
5.2 below.
Task 5.2 Permitting Support
CH2M HILL will continue to support the City with permitting support, strategy and
guidance, and initial coordination with permitting agencies, as appropriate. Efforts will
include assessment of initial environmental resource data (as determined by Tasks 1 through
3), guidance/ strategy related to regulatory permitting requirements, and data management
required to support application processing for Kern County and Bureau of Land
Management. In addition, CH2M HILL will be responsible for paying necessary permit fees,
up to a maximum of $5,000.
Assumption
Permit and County administrative fees will not exceed $5,000.
Deliverable
Draft application package outline for future permitting.
Task 6: GIS Analysis/Support - Critigen
This SOW and budget estimate covers GIS analysis and support through July 2011 for Tasks
1 through 5, as previously discussed.
Assumptions
The following is assumed for Critigen GIS analysis/ support by task: Task 1 - 318 labor
hours; Task 2 - 180 labor hours; Task 3 - 80 labor hours; Task 4 - 40 labor hours; Task 5 -
80 labor hours.
Critigen GIS analysis/ support for the period of performance (April -July 2011) is
assumed to require a maximum of 698 labor hours, not to exceed $ 91,350 as listed in
Table 1.
Task 7: Project Management and Administration
This scope of work and budget estimate covers project management, including transactional
support, and administrative support through July 2011.
Reporting
CH2M HILL will prepare monthly reports to be submitted to the City. These reports will
document the activities that took place the previous month, activities planned for the current
month, and any problems or concerns encountered by the project team.
Change Management
In any baseline data collection effort, changes from the original scope and assumptions may
occur. Our team will promptly identify and communicate change issues to the City for
appropriate consideration under this and/or future scopes of work. It is anticipated that
supplemental scopes of work will be developed to cover the next phase of ongoing activities
during the delivery of the current scope of work.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
A17ACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
Quality Management
Consistent with past efforts, Quality Management tasks will include the following:
• Participation of two staff on up to six team calls and preparation of meeting notes.'
a Preparation of monthly status reports to accompany invoices.
• Transactional support, including calls with potential developers, communication with
Latham & Watkins, preparation of array maps and other maps as requested by Latham &
Watkins and/or the City.
• QA/QC of project team work product and deliverables.
• Preparation of proposals for additional scopes of work.
Assumptions
• Includes weekly coordination calls between CH2M HILL project management team and
city.
• Includes administrative support for preparing invoices, issuing subcontracts and
processing subcontractor invoices, and other administrative support (assumed to average
12 hours per month).
Deliverables
Monthly reports and invoicing..
Budget Summary
CH2M HILL's budget estimate for this scope of work is provided in Table 2. CH2M HILL
2011 labor and expense rates have been previously submitted to the City. The proposed
budget for this work is $505,133. This amount will not be exceeded without prior written
authorization from the City.
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL
ATTACHMENT A - SCOPE OF WORK
CITY OF VERNON - VREL
MARCH 21, 2011
TABLE 2
Breakdown of Estimated Time and Materials Budget
Task
No.
Description
CH2M HILL
Labor
Hours
CH2M HILL
Labor Costs
Sub -Contracts
and Expenses
Budget
I
Project Definition
342
$49,496
$0
$49,496
2
Biological Resource
Mobilization Activities
834
$113,380
$66,513
$179,893
2.1
Agency and Data Coordination
Plan
238
$31,470
$400
$31,870
2.2
Data Collection Protocols and
Fieldwork Mobilization
596
$81,910
$66,113
$148,023
3
Habitat Characterization
272
$33,048
$3,152
$36,200
4
Met Tower/AnaBat Installation
452
$51,960
$7,058
$59,018
5.1
Culvert Replacement Project
146
$18,629
$3,400
$22,029
5.2
Permitting Support
192
$24,740
$5,858
$30,598
5
Permit Planning/Support
338
$43,369
$9,258
$52,627
6
GIS Analysis/Support -
Critigen
NIA
N/A
$91,350
$91,350
7
Project Management and
Administration
282
$36,429
$120
$36,549
Totals;
2,520
$327,682
$177,451
$505,133
Contract Terms
CH2M HILL proposes to perform this work as Task Order No. 2011-1, on a time -and -
materials basis under the contract terms and conditions from the Master Services Agreement,
dated March 4, 2009, as amended in April 2011.
10
COPYRIGHT 2011 BY CH2M HILL, INC. - COMPANY CONFIDENTIAL