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HomeMy WebLinkAboutC87-124 Third addendum to Muchow agreementC89-30-27 THIRD ADDENDUM TO AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND W C MUCHOW AND PARTNERS INC, A PROFESSIONAL CORPORATION, DATED THE FIRST DAY OF MARCH, 1989 THIS AMENDMENT is made this first day of March , 1989, between the Owner and the Architect as identified in the Agreement referenced hereinabove. WHEREAS, the Owner suspended the project in August 1988 and now desires to resume the project with the bidding phase, and in accordance with paragraph 6.45 Project Suspension or Termination of the May 22, 1987 Owner/Architect Agreement, the Owner and Architect, for the consideration set forth, agree as follows: 1. ' The Architect will be directed to proceed within 10 days of, the scheduled March 21, 1989 bond election with re-assemblying and re -issuing the documents for bid in substantially the same format as existed in August of 1988. 2. The Owner shall compensate the Architect an additional $6,000.00 for this work which includes the start-up and preparation of documents for re -bid and accomplishing the work associated with distributing and receiving the new bids. The original Agreement as previously amended shall remain unchanged and in full affect except that the total basic compensation to the Architect shall be increased $6,000.00 by this Amendment for a total fee of $47,250.00 In witness thereof, the parties have set their hands and seals the date first named hereinabove. OWNER: t>t+ COUNTY OF EAGLE, v STATE OF COLORADO y By and Through its a BOARD OF UNTY COMMISSIONERS °oto s T: By: B . erk of the Board of Richard L. (_r-ust on Ch man County Commissioners ARrwlTFrT- W C MUCHOW AND PARTNERS INC a Professional Corporation ATTEST W .G By By; uc ow-, President �- C1 p C87-124-27 ADDENDUM TO AGREEMENT BETWEEN THE COUN'T'Y OF EAGLE, STATE OF COLORADO AND W.C. MUCHOW & PARTNERS, INC., A PROFESSIONAL CORPORATION, DATED THE 22ND DAY OF MAY, 1987 THIS AMENDMENT is made this /1 day of , 1987, between the Owner and the Architect as ident' ied 4n the Agreement referenced hereinabove. WHEREAS, the Owner desires to increase the scope of work of the original Agreement and the Architect desires to perform such additional work for a fee. NOW, THEREFORE, the Owner and the Architect, for the considerations herein set forth, agree as follows: 1. The Architect is hereby directed and hereby agrees to develop two schematic design options, one to be based on the original scope of work, and the other to include the expanded District Attorney space requirements. The Architect shall develop statements of probable construction cost for each alternative in accordance with paragraph 1.1 of the original agreement. - 1 2. The Owner shall pay the Architect a maximum.sum of $2,000.00 as a professional fee for the second schematic design and Statement of Probable Construction Cost hereby added to Phase I. The original Agreement shall remain unchanged and in full effect unless otherwise specifically amended hereby. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the date first named hereinabove. (SEAL) 1*TXFjP4M COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OX --COUNTY COMMISSIONERS taf Oy, Chairman F ATTEST: B 1 f ' ARCHITECT: W. C. MUCHOW & PARTNERS, INC., a Professional Corporation By: S cf tfary Name: Title: (SEAL) -2- F 2 November 1987 1 I � NOV 0 1987I IIII� Mr. James R. Fritze Eagle County Attorney P 0 Box 850 Eagle CO 81631 Reference: Eagle County Justice Center Courtroom Addition Dear Jim: This correspondence acknowledges your telephone communication of October 28, 1987 notifying us that the County has suspended the above project indefinitely. In accordance with provisions of our contract, we will submit a final statement for any work done to that date. My association with Eagle County has been one of great personal and professional satisfaction. We survived the good as well as the not - so -good experiences with an even better understanding and appreciation of how best to accomplish the goals for the benefit of Eagle County. I sincerely hope I can be of further service to Eagle County when the parameters of your future growth needs are defined. Please do not hesitate to contact me if there are any questions or if I can be of service. Sincerely, 1.Jichael Jacoby gmh pc: Board of County Commissioners Michael J. Bradley 112871 C87-124 27 AGRFF14Ertm BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND W.C. MUCHOW AND PARTNERS, INC., A PROFESSIONAL CORPORATION EAGLE COUNTY JUSTICE CENTER COURTROOM ADDITION - ARCHITECT HIS AGREEMENT is made this 22 &d day of rAli 1987, by and between The County of Eagle, State of Color do, by and through its Board of County Commissioners, hereinaf er referred to as the "Owner" or as "the County," and W.C. Muchow and Partners, Inc., a Professional Corporation, hereinafter referred to as "Architect." WITNESSETH, it is the intention of the Owner to undertake the planning and construction of a courtroom addition to the Eagle County Justice Center, hereinafter referred to as the "Project." The Project is located at the Eagle County Justice Center, 0885 Chambers Road, Eagle, Eagle County, Colorado. The project scope consists of approximately 2,600 square feet and includes a courtroom without jury, court reporter's space, jury room with toilets, probation office, and corridor/circulation extensions. NOW, THEREFORE, the Owner and the Architect, for 'the considerations hereinafter set forth, agree as follows: ARTICLE 1. ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES - The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineer- ing services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program fur- nished by the Owner to ascertain the requirements of the Project and shall review the understanding of such require- ments with the Owner. 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. RECEIVED JUN 0 8 87 4 JI DINGS AND MLINDS 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Construction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Docu- ments and any adjustments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials, and such other elements as may be appropriate. Those documents shall include but shall not be limited to: a. Analysis of the structure as it relates to the Uniform Building Code and other pertinent regulations. b. A value analysis of proposed building material including limit cost and availability. C. Scale dimensioned drawings in sufficient detail to describe site plan, floor plans, elevations, building sections, typical wall sections, outline room finish schedule, equipment and furniture layouts, structural, mechanical and electrical systems. d. Outline specifications delineating all the components of the project and their important characteristics. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. -2- 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 The Architect shall prepare from the approved Schematic and/or Design Development Documents, working draw- ings and specifications setting forth in detail and prescrib- ing the work to be done, and the materials, workmanship, finishes, and equipment required for the engineering, archi- tectural, structural, mechanical, electrical, and site work, and for service -connected equipment; and assemble the neces- sary bidding information, proposal and contract forms, and conditions of the contract for approval by the Owner. These Construction Documents, when submitted for approval, shall include: a. Complete architectural, structural, mechanical and electrical design drawings. These drawings shall be on mylar or any equally durable and reproducible material. If the project is a structure, the title sheet of the project shall reflect an accurate take -off of: (1) Gross square footage (2) Gross building volume (3) Net assignable square footage This take -off shall be made in accordance with definitions published by the Office of State Planning and Budgeting, which definitions are by reference hereto made a part of this Agree- ment the same as if fully written herein. These original drawings shall each bear the seal and signature of the Architect and appro- priate responsible professional Engineering Consultants. b. Complete Architectural, Structural, Mechanical, and Electrical Specifications. The format for these technical specifications shall be a modified version of "The CSI Format for Con- struction Specifications" published by the Construction Specifications Institute which shall be submitted by the Architect to the Owner for its prior written approval. C. The Architect shall furnish copies of the Construction Documents as a reimbursable expense. -3- d. Detailed inventory of movable equipment, by room, and specified as to whether it is to be purchased and/or moved, with cost estimates. This service shall be provided as an additional service. 1.3.2 The Architect shall submit to the Owner any adjustments of previous Statements of Probable Construction Cost provided by an independent cost estimator mutually agreed upon and provided as an additional service, and as indicated by fully developed requirements and current market conditions. 1.3.3 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. 1.3.4 The Architect, following the Owner's approval of the Construction Documents, shall provide such assistance in the preparation of the necessary bidding information, obtaining bids, evaluating, or negotiating proposals, and in awarding and preparing construction contracts as the Owner may request. 1.4 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT. 1.4.1 The Construction Phase will begin with the issuance of Notice of Award of Contract. The Owner shall issue appropriate Notices to Proceed to the General Contractor, which shall fix and definitely establish the beginning dates of Time of Performance for the general contract, and the required completion date. 1.4.2 The Architect's responsibilities during the Construction Phase shall be set forth hereinafter. The Architect's responsibilities shall include the following: a. Attend periodic meetings as required by the status of the work and as established by the Owner and Contractor. Such periodic meetings shall be maintained throughout the entire construction period and shall. be for the primary purpose of assessing the progress of the work and taking such remedial actions as are necessary to assure requir progress and completion within the cortr time. Such meetings shall be limited ;six, a y additional meetings required by Contractor or Owner shall be a reimbursable expense to"eM&; ' hrtih�+ct' -4- a b. Process and review shop drawings and other required submissions of contractors promptly. C. Prepare Change Orders as required, and have such Change Orders properly executed and approved before allowing work on account thereof. d. Promptly process contractors' applications for payment for authorized work and issue requests for payment. e. Observe representative bearing surface of excavations before concrete is poured. f. Observe reinforcing steel after installation and before concrete is poured. g. Observe representative pouring of structural concrete. h. Evaluate laboratory reports on all concrete. i. Observe structural steel after erection and prior to its being covered or enclosed. j. Observe mechanical work following its installa- tion and prior to its being covered or enclosed. k. Observe electrical work following its installa- tion and prior to its being covered or enclosed. 1. Provide general administration of the perfor- mance of construction contracts, including liaison and observation of the work to insure substantial compliance with plans and specifi- cations, which observation shall be by quali- fied and mutually agreed upon representative of the Architect's firm. M. Require all consultants participating in the design of the project to provide liaison and observation services with respect to their portions of the design as indicated in Subpara- graph 1.5.2(1) next above. -5- n. Assemble written guarantees, affidavits, manuals of instruction for operation provided by the Contractor, and other required and closing papers of the contractors, issue AIA certificates of final completion, final AIA request and certificates for payment, and set date for beginning of the guarantee period, forwarding all closing papers to the Owner in duplicate. rvurk.¢n.4h o. Serve the Owner as/bedbed i this Contract, and within the limd co itions of this Contract, guardingwne against defects and unsatisfactoryns 1p, but not guaran- teeing performance onstruction contrac- tors. If, in the of the Architect, the work is not beingd out in a sound, efficient and skilanner, the Architect may temporarily suhe work in accordance with the General Cns of the Contract, AIA Document A 201,and shall notify the Owner setting forth the reasons. The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the work, for the acts or omissions of the Contractor, subcontractors or any other persons performing any of the work, or for the failure of any of them to carry out the work in accor- dance with the Contract Documents. q. The Architect shall review manuals of instruc- tion for operation with the Owner and its maintenance and operations personnel. The purpose of the review is to explain operating and maintenance manuals which shall be submit- ted to Owner in triplicate, and to fully acquaint operating personnel with the building, its systems and operation, and maintenance procedure compatible with the design. r. The Architect shall at all times have access to the work wherever it is in preparation or progress. S. The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. t. The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observa- tions at the site as provided in Paragraph 1.5 and on the data comprising the Contractor's Application for Payment, that the work has - progressed to the point indicated; that, to the best of the Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a repre- sentation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. v. The Architect shall have authority to reject work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advis- able for the implementation of the intent of the Contract Documents, the Architect will have authority to require special inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such work be then fabricated, installed or completed. W. The Architect shall prepare Change Orders for the Owner's approval and execution in accor- dance with the Contract Documents, and shall have authority to order minor changes in the work not involving an adjustment in the Con- tract Sum or an extension of the Contract Time -7- which are not inconsistent with the intent of the Contract Documents. 1.4.3 The Architect agrees that its representatives on the construction project shall be qualified by training and experience to make decisions and interpretations of plans and specifications, and shall be empowered by the Architect to do so; such decisions and interpretations shall be binding upon the Architect as if made by it. All such decisions shall be confirmed in writing at the earliest reasonable date, with copies to the Owner, conditioned that such decisions and interpretations shall not modify adversely the requirements of the Contract Documents; if in the opinion of the Owner, such representatives are either negligent or unqualified to perform their duties, the Architect's representative shall be replaced promptly and without protest at the request of the Owner, and all of the above in this paragraph shall be applicable to consultants referred to in Paragraph 1.5.2(m) above. 1.5 POST -CONSTRUCTION PHASE rvor4u A 5'8thon 110 1.5.1 When the work is mplete and ready for accep- tance, the Contractor, underXe General Conditions of the Contract, AIA Document A 201, is required to file a written Notice including a list of items to be completed or corrected with the Architect, who in turn shall notify the Owner, that the work, in the Opinion of the Contractor, is complete under the terms of the Contract. This Notice shall receive prompt action by the notified parties. Within ten (10 ) days after the Contractor files written Notice, the Architect, the Owner and the Contractor shall make a "final inspection" of the Project. 1.5.2 A final punch list shall be agreed to by the Architect and the Owner, and made in sufficient detail to fully outline to the Contractor: a. Work to be completed, if any; b. Work not in compliance with the drawings or specifications, if any; C. Unsatisfactory work, if any. The punch list shall be transmitted by letter to the Contrac- tor and the Owner by the Architect. The Architect shall acknowledge to the Owner that the Project has substantially been completed in accordance with the Contract Documents, all items on the final punch list satisfied, and recommend the acceptance of the Project. The Architect, as a reimbursable expense, the Owner and the Contractor, shall make at least one WE complete inspection of the work after the work has been accepted. The "Eleven -Month Guaranty Inspection" shall be made approximately eleven (11) months after the acceptance of the work. Written punch lists and reports of these inspections shall be made and forwarded to the Contractor and the Owner within ten (10) days after completion of the inspection by the Architect. The Architect shall follow through on all punch list items and advise and inform the Owner when such have been completed. 1.5.3 Upon completion of the Project, the Architect shall review Contractor -provided "As -Built Drawings," and shall deliver to Owner a reproducible mylar plus five copies of the corrected "As -Built Drawings" as a reimbursable expense. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.4 shall be provided, the Architect shall provide as an additional service one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement, which shall describe the duties, responsibili- ties and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficien- cies in the work, but the furnishing of such project represen- tation shall not modify the rights, responsibilities or obligations of the Architect as described in Paragraph 1.4. 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided if authorized or confirmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. 1.7.1 Providing analysis of the Owner's needs, and programming the requirements of the Project. 1.7.2 Providing special studies. C financial feasibility or other 1.7.3 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facili- ties, systems and equipment which are not intended to be constructed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or providing extra services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase, when requested by the Owner. 1.7.7 Providing coordination of work performed by separate contractors or by the Owner's own forces. 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 1.7.9 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 1.7.10 Providing services for planning tenant or rental spaces. 1.7.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given; are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or are due to other causes not solely within the control of the Architect. 1.7.12 Preparing Drawings, Specifications and support- ing data and providing other services in connection with CIS Change Orders, to the extent that the adjustment in the Basic Compensation resulting from the adjusted Construction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.13 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required in connection with construction performed by the Owner. 1.7.14 Providing consultation concerning replacement of any work damaged by fire or other cause during construc- tion, and furnishing services as may be required in connection with the replacement of such work. 1.7.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Con- struction. 1.7.16 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 1.7.17 Providing services of consultants for other than the normal architectural, structural, mechanical and electrical engineering services for the Project. 1.7.18 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 1.7.19 Revising previously approved working drawings or specifications to accomplish changes ordered by the Owner, except where required to get the cost within the Total Project Cost. 1.7.20 Preparing drawings and specifications for alternate bids for work above that originally contemplated in this Agreement, which are ordered by the Owner and the fee agreed upon, in writing, prior to the design, which was rejected due to lack of funds. When alternates are used to assure keeping Project within the appropriation, no additional fee shall apply. -11- 1.7.21 Assisting the Owner in arranging for the work to proceed should the Contractor default due to delinquency or insolvency. ARTICLE 2. THE OWNER'S RESPONSIBILITY 2.1 The Owner shall provide full information as to its requirements for the Project, consistent with the Appropriation. 2.2 The Architect acknowledges and is hereby given notice that financial obligations of the Owner payable after the current fiscal year and all fiscal years thereafter are contingent upon funds for this Agreement being appropriated, budgeted and otherwise made available. 2.3 Subsequent to the design phases of the Project, the Owner hereby designates Lee Metcalfe, Eagle County Chief Administrative Officer, as its administrative representative authorized to act on its behalf, to coordinate meetings and disperse information between the Architect and the Owner, and to render administrative decisions on a daily basis when the Owner or the Criminal Justice Advisory Committee are not readily available, in order to avoid unreasonable delay in the progress of the Architect's work. 2.4 The Owner shall furnish to the Architect, at the Owner's expense, a survey of the site, giving grades and lines of roads, pavement, and adjoining property, rights-of-way, restrictions, easements, encroachments, zoning, deed restric- tions, boundaries, elevations at grid points; locations, dimensions, and data pertaining to existing buildings, utili- ties and trees; furnish tests and reports necessary for determining subsoil conditions; and furnish structural, mechanical, chemical, and other laboratory or field tests, inspections and reports as required; and shall furnish a copy of the plans of the existing structure. 2.5 The Owner shall arrange for such legal, auditing, and insurance counseling as may be required for the Project. ARTICLE 3. CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. -12- 3.1.2 The Construction Cost shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compen- sation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 3.2.1 Evaluations of the owner's Project budget, Statements of Probable Construction Cost and Detailed Esti- mates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design profes- sional familiar with the construction industry. It is recog- nized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement of Probable Construction Cost or other cost estimate or evaluation prepared by the Architect. 3.2.2 A fixed limit of Construction Cost of Three Hundred Thousand Dollars ($300,000.00) shall be established as a condition of this Agreement. Because of this condition, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construc- tion are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be increased in the amount of any increase in the Contract Sum occurring after extension of the Contract for Construction. 3.2.3 If a Project budget or fixed limit of Construc- tion Costs (adjusted as provided in Subparagraph 3.2.1) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or renegotiating of the Project within a reasonable time, ( 3 ) if the Project is -13- abandoned, terminate in accordance with Article 10, or (4) cooperate in revising the Project scope and quality as re- quired to reduce the Construction Cost. In the case of (4), the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the establish- ment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is commenced. ARTICLE 4. DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense includes that of employees engaged on the Project (as architects, engineers, designers, job captains, draftsmen, specification writers, inspection and secretaries) in consultation, research, designing producing drawings, specifications, and other documents pertaining to the Project. Hourly rates shall be in proportion to regula- tion salaries. 4.2 Direct Personnel Expense includes cost of salaries and of mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vaca- tions, pensions and similar benefits. For the purpose of this Contract, these costs shall be calculated as an additional twenty (20) percent of the direct payroll salaries. ARTICLE 5. REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to the fees for Basic Services and Additional Services, and are for actual expenditures made by the Architect, its employees, or its consultants in the interest of the Project. Reimbursement in the amount of actual expenditures shall be made by the Owner to the Architect for expense of transportation in connection with the project; long distance communications other than to Eagle; reproductions; and postage. ARTICLE 6. PAYMENTS TO THE ARCHITECT 6,1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 An initial payment as set forth in Paragraph 14.1 is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly and shall be in proportion to services performed -14- within each Phase of services, on the basis set forth in Article 14. 6.1.3 If and to the extent that the Contract Time is exceeded or extended through no fault of the Architect, compensation for any Basic Services required for such extended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.4 for Additional Services. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.2.2, based on (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Statement of Probable Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Addi- tional Services as defined in Paragraph 1.7 and for Reimburs- able Expenses as defined in Article 5, shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 6.3 PAYMENTS WITHHELD No deductions shall be made from the Architect's compen- sation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Architect is liable. 6.4 PROJECT SUSPENSION OR TERMINATION If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such suspension or abandon- ment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Article 10. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. -15- ARTICLE 7. ACCOUNTING RECORDS OF THE ARCHITECT 7.1 Records of the Architect's personnel, consultants, additional services and reimbursable expenses pertaining to the Project, and records of accounts between the Owner and the Contractors, shall be kept on a generally recognized account- ing basis, and all such records shall be available to the Owner or its authorized representative at mutually convenient times. ARTICLE 8. OWNERSHIP OF DOCUMENTS The Construction Drawings, As -Built Drawings, Specifica- tions, Preliminary Studies, Preliminary Design Documents, all models and renderings shall be the sole property of the County of Eagle and shall be turned over to said Owner upon completion of the job or the termination of this Agreement, whichever occurs sooner. The Owner agrees that these documents are not to be sold, transferred, assigned, or reused without written permission of the Architect. ARTICLE 10. TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days' written notice, should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 10.2 The Owner shall have the right at any time to terminate this Agreement for any reason deemed sufficient by the Owner in the exercise of its judgment. In the event of any such termination, the Architect shall be reimbursed for all expenses reimbursable hereunder and shall be paid for services properly performed in accordance with this Agreement to the date of termination, less any amounts previously reimbursed to the Architect or previously paid on account of the Architect's fee. If the Architect's fee has been specified on the basis of a definite or definitely ascertainable sum for the completion of services, the portion of such sum payable upon termination hereunder shall be that amount which bears the same proportion to that sum as the percentage of services completed by the Architect which are related to that sum bears to one hundred (100) percent. The Architect agrees that a termination of the Agreement under this Article shall not constitute a breach of or default under this Agreement by the Owner and that the payments to the Architect as provided in this Article shall constitute full payment of all claims by the Architect against the Owner arising from a termination of the Agreement hereunder. -16- ARTICLE 11. MISCELLANEOUS PROVISION 11.1 Unless otherwise specified, this Agreement shall e governed by the laws of the State of Colorado. tourll*n h 544wA 1gbl 11.2 Terms in this Agreemen shall have the same meaning as those in AIA Documents A201, General Conditions of the Contract for Construction, as attached. 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Sub- stantial Completion, not later than the date ofis ance of the final Certificate of Payment. rvur+9,M1h t dab "ten tqU% 11.4 The Owner and th Architect waive all rig is against each other and against e contractors, consultants, agents and employees of the er for damages covered by any property insurance during co truction as set forth in the edition of AIA Document A201, General Conditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12. SUCCESSORS AND ASSIGNS The Owner and the Architect, respectively, bind them- selves, their partners, successors, assigns and legal repre- sentatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agree- ment. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. ARTICLE 13. CONTRACT DOCUMENTS 13.1 The Contract Documents shall consist of: a. This Agreement. b. The Request for Proposals dated April 1, 1986 (Omitting Bonding and Time Table Requirements.) 13.2 These Documents represent the entire and integrated agreement between the Owner and the Architect and supersede all prior negotiations, representations or agreements, either written or oral. These Documents may be amended only by written instrument signed by both Owner and Architect. -17- ARTICLE 14. BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement as follows: 14.1 INITIAL PAYMENT An initial payment of $2,250.00 shall be made upon execution of this Agreement. 14.2 BASIC COMPENSATION 14.2.1 For Basic Services, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be comput- ed as follows: Phase 1 (As per Request For Proposals) Schematic Design Lump Sum $ 5,500.00 (Includes $2,500 initial payment) Phase 2 If authorized by the Owner (As per Request for Proposals) Design Development, Contract Documents Bidding Phase, and Construction Administration TOTAL (If Both Phases are authorized) 13,250.00 $ 18,750.00 It is understood by all parties that the foundation system of the project will be based on similar structural conditions found on the original project, and that if engineering studies and revisions to that system are required due to unusual or unknown soil conditions or because of cost considerations, the Architect will be reimbursed for those studies and revisions as an additional service. The Owner will make every effort to employ the same soils consultant that was used on the original project. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Ser- vices shall be made as provided in Subparagraph 6.1.4, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: -18- Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase fifteen percent (15%) twenty percent (20%) forty percent (40%) five percent ( 5%) twenty percent (20%) (If both Phases are authorized) 14.3 COMPENSATION BEYOND BASIC SERVICES For Project representation beyond Basic Services, as described in Paragraph 1.6, Compensation shall be computed separately in accordance with Subparagraph 1.6.2. 14.4 COMPENSATION FOR SERVICES RENDERED BEYOND CONTRACT TIME 14.4.1 If the Owner directs the Architect to perform additional services pursuant to Subparagraph 1.7 or Article 6, for which an hourly basis of compensation is applicable, the following charge rates shall be applied to work on the Project by employees of the Architect: Principal - $85.00 per hour Technical Personnel - from $35.00 to $51.40 per hour Administrative Personnel- $35.00 per hour Where an hourly charge basis is not directly applicable, appropriate fees may be negotiated. Any additional services for which this clause applies must be authorized by the Owner in writing. 14.4.2 For additional services of consultants rendered pursuant to Subparagraph 1.7 or Article 6, a multiple of one and two-tenths (1.2) will be used times the amounts billed to the Architect for such services. Authorization in writing is required for this paragraph to apply to any additional consul- tants. 14.5 COMPENSATION FOR REIMBURSABLE EXPENSES Compensation for Reimbursable Expenses as described in Article 5, and any other items included in Article 15 as Reimbursable Expenses, shall be a multiple of one (1) times the amounts expended by the Architect, the Architect's employ- ees and consultants in the interest of the Project. -19- 14.6 Payments due the Architect Agreement shall bear interest from the the rate of 1.5 percent per month. and unpaid under this date payment is due at 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement as follows: 14.7.1 If the Scope of the Project or of the Archi- tect's Service is changed materially, the amounts of compensa- tion shall be equitably adjusted. 14.7.2 If the Services covered by this Agreement have not been completed within twelve (12) months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. ARTICLE 15. OTHER CONDITIONS OR SERVICES 15.1 OPTIONAL ADDITIONAL SERVICES DURING THE CONSTRUCTION PHASE The Owner may elect to extend Basic Services normally provided by the Architect during the Construction Phase (Administration of the Construction Contract). If Additional Services are desired during this Phase, the Owner shall estab- lish the scope of the selected services to the Architect in writing prior to the commencement of the Construction Phase. Compensation for the services shall be as outlined in Article 14.1.1. 15.2 OWNER'S OPTION TO SELECT ALTERNATIVE CONSTRUCTION CONTRACT SYSTEMS Basic Services listed hereinabove include the preparation of Contract Documents for a single, combined construction con- tract. Should the Owner request separate or other alternative construction contract systems, the Architect shall prepare appropriate additional Contract Documents and provide neces- sary adjustments in services during the Construction Phase. At the Owner's request, the Architect shall also offer various specialized Construction Cost Control techniques (including full Life -Cycle costing and Comprehensive Value Engineering Services), and Construction Management Services. Fees for these Additional Services shall be negotiated in response to Owner's specific requests for optional Construction Contract systems. The Architect shall familiarize the Owner with typical Contract Systems which may be applicable to the -20- 1®„ Project, as well as the potential effects of cost savings, construction time, and coordination responsibilities inherent to each system. The Owner's decision to utilize an alterna- tive Construction Contract System must be presented to the Architect prior to commencement of the Construction Documents Phase. 15.3 ASBESTOS-RELATED WORK When asbestos-related materials are suspected or found in the course of the project, the Owner shall immediately provide the services of an asbestos-related expert or consultant to determine the proper course of action. The Architect hereby states, and the Owner acknowledges, that the Architect has no professional liability or other insurance, and is unable to reasonably obtain such insurance, for claims arising out of the performance of or failure to perform professional ser- vices, including but not limited to the preparation of re- ports, designs, drawings, and specifications, related to the investigation, detection, abatement, replacement or removal of projects, materials or processes containing asbestos. Accord- ingly, the Owner hereby agrees to bring no claim for negli- gence, breach of contract, indemnity or otherwise against the Architect, his principals, employees, agents and consultants if such claim in any way would involve the Architect's ser- vices for the investigation of or remedial work related to asbestos in the Project. The Owner further agrees to defend, indemnify and hold the Architect and his principals, employ- ees, agents and consultants harmless from any such asbestos- related claims that may be brought by third parties as a result of the services provided by the Architect pursuant to this Agreement. ARTICLE 16. CHANGES IN DRAWINGS The Architect shall maintain careful supervision over all changes in the final drawings in the course of the work. All Change Orders shall be on Standard AIA forms. Every Change Order must be approved in writing by the Owner and the Archi- tect, except that the approval of the Owner shall not be required in a case involving a matter of emergency, safety, or health. ARTICLE 17. PROFESSIONAL ASSOCIATION PERMITTED The Architect may, with the prior written consent of the Owner, join with it in the performance of this Agreement any other duly licensed architect or architects or registered engineers with whom it may, in good faith, enter into as association. -21- ARTICLE 18. DISSOLUTION OF PROFESSIONAL ASSOCIATION In the event there is dissolution of the association, other than by death of a member, the Owner shall designate which former member shall continue with the work, and may make all payments thereafter falling due in connection with the work directly to the person or persons so designated and without being required to look to the application of such payments as among the former members. ARTICLE 19. DEATH OR DISABILITY In the event of the death of one member of an associa- tion, the surviving member or members of the association, as an association, shall succeed to the rights and obligations of the original association hereunder. ARTICLE 20. Neither Owner nor Architect may assign its performance of this Agreement, or any money due or to become due by operation of this Agreement, without prior written consent of the other party. ARTICLE 21. EQUAL OPPORTUNITY In the performance of work under this Agreement, the Architect agrees to comply with the applicable provisions of the Colorado Anti -Discrimination Act of 1957. The Architect agrees that it will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. The Architect also agrees that it will take affirmative action to insure that applicants when employed are treated during employment without regard to their race, creed, color, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Architect also agrees to comply with the provisions of the Governor's Executive Order of April 16, 1975. ARTICLE 22. INSURANCE The Architect agrees to the best of his ability to maintain in full force and effect an Errors and Omissions or Professional Liability Insurance Policy affording adequate -22- coverage as determined by the Owner for the duration of this Agreement, and for at least two (2) years beyond the comple- tion and acceptance of the facility. The contract of insurance shall insure the Owner against all claims, damages, losses or expenses arising out of or resulting from the performance of Professional Services contemplated in this Agreement, provided that any such claim, damage, loss or expense is attributable to bodily injury, death, or to injury to or destruction of tangible property, or to failures of the structure or facility, or any of its components, including the loss of use resulting therefrom, and is caused, Qr t by any negligent act, error or omission of the Architect, any consultant or associate thereof, anyone directly or indirectly employed by Architect, or anyone for whose acts any of them may be liable. The Architect shall submit a certificate of insurance at the signing of this Agreement and also any notices of renewals of the said policy as they occur. In addition, the Architect shall take out and maintain at Architect's own expense: general liability insurance, including non -owned automobile liability in an amount not less than one million dollars; and Workmen's Compensation Insurance. Certificates of such insurance shall be furnished to the Owner at the time of signing of this Agreement and also any notices of renewals of said policies as they occur. ARTICLE 23. APPLICABLE CODES AND REGULATIONS 23.1 The Architect shall to the best of its knowledge, information and belief make certain that the drawings and specifications prepared by it are in full compliance with all applicable codes (including building codes), regulations, laws and ordinances, including both technical and administrative provisions thereof, of the political subdivision wherein the project is located. Such drawings and specifications shall conform to the current editions of the following Codes as adopted by Eagle Countv. as minimum standards: a. Uniform Building Code of the International Conference of Building Officials; b. Uniform Mechanical Code of the International Conference of Building Officials; C. National Electrical Code of the National Fire Protection Association; -23- d. Uniform Plumbing Code of the International Association of Plumbing and Mechanical Offi- cials; e. State of Colorado Energy Conservation Stan- dards; and f. Uniform Fire Code of the International Confer- ence of Building Officials and Western Fire Chiefs Association, Inc. If the Architect shall deviate from such codes, reaulations laws or ordinances, then it shall at its own expense make such corrections in the construction documents as may be necessary for compliance, unless specifically waived in writina by the Owner. 23.2 The Architect shall to the best of its knowledge, information and belief comply at its own expense with the provisions of all state, local and federal laws, regulations, ordinances, requirements and codes which are applicable to the performance of work or services hereunder or applicable to the Architect as an employer of labor or otherwise. The Architect shall further comply to the best of its knowledge, information and belief with all laws, rules, regulations and licensing requirements pertaining to its professional status and that of its employees, partners, associates, subcontractors, consul- tants, and others employed or retained by it to render any services hereunder. ARTICLE 24. SPECIAL PROVISIONS 24.1 BENEFITS ACCRUING TO OTHER STATE OR COUNTY EMPLOYEES, OR OFFICERS 24.1.1 It is understood and agreed that no benefits, payments or consideration received by the Architect for the performance of services pertinent to this Agreement shall accrue, directly or indirectly, to any employee or employees; elected or appointed officers or representatives; or any other person or persons identified as agents of, or who are by definition public servants of the State of Colorado or the C t f E 1 W1\ hat they are and Corrupt Public Office) such provisions oun y o ag e. 24.1.2 familiar wi Influences) C.R.S., as is present. The th §§ and §§ amended, 1&6-6vj ,ofgnatories et 18-8-401, et and that no hereto aver t seq. (Bribery seq. (Abuse of violation of -24- 24.2 GENERAL The laws of the State of Colorado and rules and regula- tions issued pursuant thereto shall be applied in the inter- pretation, execution and enforcement of this Agreement. Any provisions of this Agreement, whether or not incorporated herein by reference, which provides for arbitration by any extra -judicial body or person, or which is otherwise in con- flict with said laws, rules, and regulations shall be consi- dered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part, shall be valid or enforceable or available in any action at law whether by way of complaint, defense or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Agreement to the extent that the contract is capable of execution. 24.3 COLORADO LABOR REFERENCE Provisions of H 8-17-101 and 102, C.R.S., for preference of Colorado labor are applicable to this Contract if public works within the State are undertaken hereunder and are financed in whole or in part by public funds. ARTICLE 25. EX'T'ENT OF AGREEMENT This Agreement and the Documents incorporated by refer- ence herein represent the entire and integrated agreement between the Owner and the Architect, and supersede all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument. ARTICLE 26. INCONSISTENT PROVISIONS In the event of any irreconcilable conflict, inconsis- tency, or incongruity between the provisions contained in this Agreement and any of the provisions contained in any of the Documents incorporated by reference herein, the provisions contained in this Agreement shall in all respects govern and control. -25- IN WITNESS WHEREOF, the parties hereto have executed this Agreement in original and three (3) counterparts the day and year first above written. OWNER: ARCHITECT: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commis over R�chard afs Chai.rm P.O. Bo 857/ Eagle, CO 8163 110-7111 (SEAL) W.C. MUCHOW AND PARTNERS, INC., A PROFESSIONAL CORPORATION President 1725 Blake Street Denver, Colorado 80202 295-1805 ATTEST: -26- Seretary ( EA; )