HomeMy WebLinkAboutVail Parcels P3 & J Contract.pdf AGREEMENT FOR PROFESSIONAL SERVICES
("Agreement")
This Agreement between Town of Vail, 75 South Frontage Road,
Vail, CO 81657 , ("Client")and URS Corporation ("URS"), a Nevada corporation; 1225 17t Street,
Suite 200, Denver, CO 80202 ("URS"), is effective as of 1/12/2004 . The parties agree as follows:
It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and
affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the
term "URS" shall mean either, URS Corporation , or the affiliated company identified in the Work Order.
The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the
Work Order.
ARTICLE I -Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are
to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement
shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where
charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and
shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the
sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be
exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions,
including, without limitation, changes in laws or regulations occurring after the budget is established or
other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and
schedule.
ARTICLE II - Pavment. Unless otherwise stated in an Work Order, payment shall be on a time and
materials basis under the Schedule of Fees and Charges in effect when the Services are performed.
Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the
invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further
perFormance until payments are current. Client shall notify URS of any disputed amount within fifteen (15)
days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount.
Client shall pay an additional charge of one and one-half percent (1'/z°/o) per month or the maximum
percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action
for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the
prevailing party.
ARTICLE III - Professional Responsibilitv. URS is obligated to comply with applicable standards of
professional care in the performance of the Services. Client recognizes that opinions relating to
environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions
may vary from those encountered at the times and locations where the data are obtained, despite the use
of due professional care.
ARTICLE IV - Responsibility for Others. URS shall be responsible to Client for URS Services and the
services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties
engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or
their health and safety precautions and programs.
ARTICLE V- Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to
collectively in this Article as "URS"), for Client's claims of loss, injury, death, damage, or expense,
including, without limitation, ClienYs claims of contribution and indemnification, express or implied, with
respect to third party claims relating to services rendered or obligations imposed under this Agreement,
including all Work Orders, shall not exceed in the aggregate:
(1) The total sum of $250,000 for claims arising out of professional negligence, including
errors, omissions, or other professional acts, and including unintentional breach of contract; and any
actual or potential environmental pollution or contamination, including, without limitation, any actual or
threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect
or properly evaluate the presence of such substances, except to the extent such release, threatened
release, or failure to detect or evaluate is caused by the willful misconduct of URS; or
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(2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or
other causes for which URS has any legal liability, other than as limited by (1)above.
ARTICLE VI - Insurance. URS agrees to maintain during the performance of the Services: (1) statutory
Workers' Compensation coverage; (2) Employer's Liability; (3) General Liability; and (4) Automobile
Liability insurance coverage each in the sum of$1,000,000.
ARTICLE VII - Consequential Damaqes. Neither Party shall be liable to the other for consequential
damages, including, without limitation, loss of use or loss of profits, incurred by one another or their
subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful
misconduct, negligent act or omission, or other wrongful act of either of them.
ARTICLE VIII - Client Responsibility. Client shall: (1) provide URS, in writing, all information relating to
Client's requirements for the project; (2) correctly identify to URS, the location of subsurface structures,
such as pipes, tanks, cables and utilities; (3) notify URS of any potential hazardous substances or other
health and safety hazard or condition known to Client existing on or near the project site; (4) give URS
prompt written notice of any suspected deficiency in the Services; and (5) with reasonable promptness,
provide required approvals and decisions. In the event that URS is requested by Client or is required by
subpoena to produce documents or give testimony in any action or proceeding to which Client is a party
and URS is not a party, Client shall pay URS for any time and expenses required in connection therewith,
including reasonable attorney's fees.
Client shall reimburse URS for all taxes, duties and levies such as Sales, Use, Value Added Taxes, Deemed
Profits Taxes, and other similar taxes which are added to or deducted from the value of URS Services. For
the purpose of this Article such taxes shall not include taxes imposed on URS net income, and employer or
employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the countries
or any agency or subdivision thereof in which URS subsidiaries, affiliates, or divisions are permanently
domiciled. It is agreed and understood that these net income, employer or employee payroll taxes are
included in the unit prices or lump sum to be paid URS under the respective Work Order.
ARTICLE IX- Force Maieure. An event of"Force Majeure" occurs when an event beyond the control of the
Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure
includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot,
civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of
government or other authorities, law enforcement actions, curfews, closure of transportation systems or other
unusual travel difficulties, or inability to provide a safe working environment for employees.
In the event of Force Majeure, the obligations of URS to perform the Services shall be suspended for the
duration of the event of Force Majeure. In such event, URS shall be equitably compensated for time
expended and expenses incurred during the event of Force Majeure and the schedule shall be extended
by a like number of days as the event of Force Majeure. If Services are suspended for thirty (30) days or
more, URS may, in its sole discretion, upon 5 days prior written notice, terminate this Agreement or the
affected Work Order, or both. In the case of such termination, in addition to the compensation and time
extension set forth above, URS shall be compensated for all reasonable termination expenses.
ARTICLE X - Riqht of Entrv. Client grants to URS, and, if the project site is not owned by Client,
warrants that permission has been granted for, a right of entry from time to time by URS, its employees,
agents and subcontractors, upon the project site for the purpose of providing the Services. Client
recognizes that the use of investigative equipment and practices may unavoidably alter the existing site
conditions and affect the environment in the area being studied, despite the use of reasonable care.
ARTICLE XI - Documents. Provided that URS has been paid for the Services, Client shall have the right
to use the documents, maps, photographs, drawings and specifications resulting from URS efforts on the
project. Reuse of any such materials by Client on any extension of this project or any other project without
the written authorization of URS shall be at ClienYs sole risk. URS shall have the right to retain copies of
all such materials. URS retains the right of ownership with respect to any patentable concepts or
copyrightable materials arising from its Services.
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ARTICLE XII -Termination. Client may terminate all or any portion of the Services for convenience, at its
option, by sending a written Notice to URS. Either party can terminate this Agreement or a Work Order for
cause if the other commits a material, uncured breach of this Agreement or becomes insolvent.
Termination for cause shall be effective twenty (20) days after receipt of a Notice of Termination, unless a
later date is specified in the Notice. The Notice of Termination for cause shall contain specific reasons for
termination and both parties shall cooperate in good faith to cure the causes for termination stated in the
Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before
the effective date of the termination. Client shall pay URS upon invoice for Services performed and
charges incurred prior to termination, plus reasonable termination charges. In the event of termination for
cause, the parties shall have their remedies at law as to any other rights and obligations between them,
subject to the other terms and conditions of this Agreement.
ARTICLE XIII - No Third Party Riqhts. This Agreement shall not create any rights or benefits to parties
other than Client and URS. No third party shall have the right to rely on URS opinions rendered in
connection with the Services without the written consent of URS and the third party's agreement to be
bound to the same conditions and limitations as Client.
ARTICLE XIV - Assiqnments. Neither party to this Agreement shall assign its duties and obligations
hereunder without the prior written consent of the other party.
ARTICLE XV - Hazardous Substances. All nonhazardous samples and by-products from sampling
processes in connection with the Services shall be disposed of by URS in accordance with applicable law;
provided, however, that any and all such materials, including wastes, that cannot be introduced back into
the environment under existing law without additional treatment, and all hazardous wastes, radioactive
wastes, or hazardous substances ("Hazardous Substances") related to the Services, shall be packaged in
accordance with the applicable law by URS and turned over to Client for appropriate disposal. URS shall
not arrange or otherwise dispose of Hazardous Substances under this Agreement. URS, at ClienYs
request, may assist Client in identifying appropriate alternatives for off-site treatment, storage or disposal
of the Hazardous Substances, but URS shall not make any independent determination relating to the
selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or
others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. If Client
requires: (1) URS agents or employees to sign such manifests; or (2) URS to hire, for Client, the
Hazardous Substances transportation, treatment, or disposal contractor, then for these two purposes,
URS shall be considered to act as ClienYs agent so that URS will not be considered to be a generator,
transporter, or disposer of such substances or considered to be the arranger for disposal of Hazardous
Substances, and Client shall indemnify URS against any claim or loss resulting from such signing.
ARTICLE XVI - Venue. In the event of any dispute between the parties to this Agreement, the venue for
the dispute resolution shall be any state or federal court in the United States having jurisdiction over the
parties. The foregoing notwithstanding, if the project is located outside the United States, the laws of the
State of California shall govern and in such event, any dispute under the Agreement not resolved amicably
shall be resolved under the binding rules of the American Arbitration Association.
ARTICLE XVII - I.ntegrated Writinq and Enforceability. This Agreement constitutes the final and
complete repository of the agreements between Client and URS relating to the Services and supersedes
all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized
Representative of each party. The provisions of this Agreement shall be enforced to the fullest extent
permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision
shall be construed and applied in a way that comes as close as possible to expressing the intention of the
parties with regard to the provisions and that saves the validity and enforceability of the provision.
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THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and
conditions of this Agreement and agree to be bound accordingly.
CLIENT URS
Signature Signature
Printed Name/Title Printed Name/Title
Date of Signature Date of Signature
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TIME AND MATERIALS WORK ORDER NO. 1
In accordance with the Agreement for Professional Services between Town of Vail ("ClienY'), and URS
Corporation ("URS"). a Nevada corporation, dated 1/12/2004 , this Work Order describes the
Services, Schedule, and Payment Conditions for URS Services on the Project known as:
Vail Parcel P3 &J Reinvestment Study
Client Authorized
Representative: Russell W. Forrest, Director of Communitv Development
Address: 75 South Frontage Road
Vail, CO 81657
Telephone No.: 970-479-2146
URS Authorized
Representative: Ken Schroeppel, Senior Planner
Address: 1225 17th Street, Suite 200
Denver, CO 80202
Telephone No.: 303-293-8080
SERVICES. The Services shall be described in Attachment A to this Work Order.
SCHEDULE. The Estimated Schedule shall be set forth in Attachment C to this Work Order. Because of
the uncertainties inherent in the Services, Schedules are estimated and are subject to revision unless
otherwise specifically described herein.
PAYMENT. Payment of 0.00 is due upon signature of this Work Order and will be applied against the
final invoice for this Work Order. URS charges shall be on a "time and materials" basis and shall be in
accordance with the URS Schedule of Fees and Charges in effect at the time the Services are performed.
Payment provisions and the URS current Schedule of Fees and Charges are attached to this Work Order as
Attachment B .
TERMS AND CONDITIONS. The terms and conditions of the Agreement referenced above shall apply to
this Work Order, except as expressly modified herein.
ACCEPTANCE of the terms of this Work Order is acknowledged by the following signatures of the
Authorized Representatives.
CLIENT URS
Signature Signature
Printed Name/Title Printed Name/Title
Date of Signature Date of Signature
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