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HomeMy WebLinkAboutC01-268 JJP Companies - construction of bus stop sheltersAGREEMENT FOR PROFESSIONAL SERVICES FOR CONSTRUCTION OF BUS -STOP SHELTERS This Agreement dated as of �� , 2001, is between Eagle County, Colorado, a body corporate and politic, acting through the Eagle County Regional Transportation Authority ( "ECO "), and JJP Companies, Inc. ( "Contractor ") WHEREAS, what is the purpose /intent of this contract: For good and valuable consideration, including the conditions set forth herein: the parties agree to the following: 1. Scope of the Work: The Work shall be comprised of the tasks all as described in the Scope of Work attached as "Exhibit B" to be performed for the Bus -Stop Shelter Construction project. Said project is being managed by ECO Transit Staff on behalf of Eagle County. 2. Contractor's Performance: Contractor shall be responsible for the completeness and accuracy of the Work, supporting data and other documents prepared or compiled in performance ofthe Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that ECO has accepted or approved Contractor's Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, professional, and competent manner and in accordance with the standards of care, skill, and diligence applicable to engineers and planners, as the case may be with respect to similar work in this area and this time of the project. 3. Time of Performance and Termination: Contractor shall commence the Work within five (5) business days after the date of this Agreement. All work shall be completed no later than December 30, 2001. 4. Compensation and Payment: In consideration of its performance of the scope of work, Contractor shall be paid total fixedprice of $59,000.00 (Fifty -Nine Thousand Dollars and No Cents). Payment shall be made in accordance with the following: a. Contractor shall submit to ECO a final invoice no later than December 30, 2001, at completion of the scope of work. Upon completion of the scope of work and receipt of invoice, County shall pay all proper charges within twenty (20) days of receipt. b. The parties hereto recognize that the scope of the Work may change. When Contractor believes that the scope of the Work has been changed or that by reason of a decision of ECO it will be required to redo properly completed Work, Contractor shall immediately advise ECO of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until ECO agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. c. Additional services, if required beyond the scope of work, shall be separately negotiated and agreed to by both the ECO and Contractor prior to the Contractor performing the additional service. 5. Project Management: John Poukish shall be designated as Contractor's Project Manager for the Work. Jim Lair shall be ECO's Manager responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 7. Personnel: Contractor understands and hereby acknowledges that ECO is relying primarily upon the expertise and personal abilities of John Poukish. This Agreement is conditioned upon the continuing direct personal involvement of John Poukish in the Work. ECO understands that other employees of Contractor will be working on portions of the Work; however, these employees shall be under the direct supervision of John Poukish at all times. In the event that John Poukish is unable to remain involved in the Work, Contractor shall immediately notify ECO and ECO shall have the option to terminate this Agreement. 8. Ownership of Documents: All documents which are obtained during or prepared in the performance of the Work are copyrighted and shall remain the property of the ECO and are to be delivered to ECO's project manager before final payment is made to Contractor or upon earlier termination of this Agreement. 9. Confidentiality: Contractor acknowledges that it may receive confidential information from ECO for use in connection with its performance of the Work. Contractor further acknowledges that it may in the performance of the Work develop information, including facts, data, and opinions, which are, or in ECO's judgement should be, confidential or limited in terms of dissemination. Contractor shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the Work. All facts, data, and opinions developed by Contractor in the course of its performance of the Work shall be deemed to belong to ECO and no such facts, data, or opinions shall be disseminated to anyone for any purpose without ECO's express written consent. Upon completion of the Work, Contractor shall return to ECO all unused material ECO supplied in connection with the performance of the Work. 10. No Assignment:. The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, ECO is relying upon the personal services and reputation of JJP Companies, Inc. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of ECO, which consent ECO may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 11. Notices: Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together with a "hard copy" by United States mail, or first class mail, to the appropriate party at the following addresses: Contractor: JJP Companies, Inc. P. O. Box 2697 Avon, CO 81620 Phone: 970 - 926 -5057 Fax: 970 - 926 -5087 ECO: Jim Lair ECO P.O. Box 1070 Gypsum, CO 81637 Phone: 970 - 328 -3520 Fax: 970 - 328 -3539 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day if not), or three calendar days after deposit in the mails, as applicable. 12. Miscellaneous: a. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement, including Exhibit "A ", General Conditions, Exhibit "B ", Scope of Work, and Exhibit "C ", Aerial Photos of Locations, embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Scope of Work, except by a written document of equal formality executed by both parties hereto. c. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the Fifth District for the State of Colorado. d. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 13. Budget/Approl2riation: Notwithstanding anything to the contrary contained in this Agreement, ECO shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefor by ECO in accordance with a budget adopted by the Board of Eagle County Commissioners in compliance with applicable provisions of law. / /THE REMAINDER OF THIS PAGE PURPOSEFULLY LEFT BLANK// C, C IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. STATE OF COLORADO COUNTY OF EAGLE by ) SS EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY (" ECO") G Kev Foley, Chairman JJP Companies, Inc. ( "Contractor ") Title: P% S /-// The foregoing was acknowledged before me this day of as of WITNESS my hand and official seal My Commission expires Notary Public 2001, Exhibit A GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, specified materials, equipment, tools, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to ECO. ECO assumes no responsibility for any understanding or representations concerning conditions made by any of its officers and employees prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 3. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to ECO. 4. Contractor shall supervise and direct the Work. Contractor shall be solely responsible for coordinating all portions of the Work. 5. Contractor, as soon as practicable, shall furnish in writing to the ECO the names of subcontractors and suppliers for each portion of the Work. 6. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of ECO. In any event, ECO may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by ECO, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given ECO immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. 7. Contractor warrants to ECO that the Work will conform to the requirements of the Agreement. 8. Contractor's Insurance: Contractor shall purchase and maintain in a company or companies to which ECO has no reasonable objection such insurance as will protect Contractor and ECO from claims which may arise out of or result from Contractor's operations under the Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required shall be written for not less than any limits of liability required by law or by those set forth below, whichever is greater. All such insurance shall be written by companies authorized to do insurance business in the State of Colorado. a. Workmen's Compensation including occupational disease, and Employer's Liability Insurance in amounts and coverage as required by the laws of Colorado. b. Comprehensive General Liability Insurance - Contractor shall maintain a Comprehensive General Liability Form of Insurance with bodily injury liability limits of $500,000 for any one (1) person in any one occurrence and $1,000,000 for two (2) or more persons in any one occurrence and with property damage liability limits of $500,000 m any one occurrence. c. Contractor shall maintain Professional Liability Insurance with minimum coverage limits of $500,000 per occurrence, $1,000,000 aggregate. Certificates of Insurance: Certificates of Insurance acceptable to the ECO shall be filed with ECO prior to commencement of the Work. These Certificates shall contain provisions naming ECO as an additional insured under Contractor's insurance, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given ECO. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the ECO. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive ECO's rights hereunder. Subcontractors: Before permitting any of his subcontractors to perform any Work under this contract, ECO shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, insurance of the types and in the amounts as may be applicable to his Work, which type and amounts shall be subject to the approval of ECO, or (b) insure the activities of his subcontractors in his own policy. 9. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless ECO, its board, commissioners and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused by negligent acts or omissions of the Contractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 10. After execution of the Agreement, changes in the Work maybe accomplished by Change Order or by order for a minor change in the Work. ECO, without invalidating the Agreement, C l may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. b. A Change Order shall be a written order to the Contractor signed by ECO to change the Work. c. County will have ECO to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and ECO. Contractor shall carry out such written orders promptly. 11. Contractor warrants and guarantees that all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to ECO at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens "). 12. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38 -26 -107. 13. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by ECO to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by ECO, nor any act of acceptance by ECO, nor any failure to do so, nor any correction of defective Work by ECO shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 14. If Contractor fails to correct Work which is not in accordance with the Agreement, ECO may direct the Contractor to stop the Work until the correction is made. 15. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day period after receipt of written notice from ECO to correct such default or neglect with diligence and promptness, the ECO may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by ECO or a Change Order shall be issued deducting the cost of correction from payments due the Contractor. 16. Contractor shall promptly correct Work rejected by ECO as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 17. Contractor warrants and guarantees to ECO that all Work will be in accordance with the Contract Documents. 18. ECO may terminate this Agreement, in whole or in part, for its convenience upon providing written notice, by delivery or by mail, to Contractor. Upon such termination, ECO shall be liable only for Work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been satisfactorily completed, provided that, at its sole option, ECO may require that Contractor complete particular tasks or subtasks on a time and reimbursable expenses basis as provided in paragraph 4 hereof. Upon termination Contractor shall deliver to ECO all photographs, drawings, illustrations, text, data, and other documents entirely or partially completed, together with all material supplied to Contractor by ECO. Payment will be due within thirty (30) days after Contractor has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 19. In the event of any conflict between the provisions of these General Conditions and the Specifications or the Agreement, the terms of the Specifications or the Agreement, as the case maybe, shall control. cil Exhibit B SCOPE OF WORK A. Construct and install three (3) bus stop shelters along Highway 6 in Edwards and Eagle - Vail. B. Locations: 1. Edwards on the South side of U.S. Highway 6 approximately 100 yards west of the intersection of U.S. Highway 6 and Edwards Village Boulevard. 2. Edwards on the South Side of U.S. Highway 6 at Bull Run Road. The two shelters on Highway 6 in Edwards are to be modeled after the Town of Vail alpine style shelters, The Shelters will be constructed of cedar, fir and other listed materials, and each will include a bench, trash receptacle, electrical conduit, and a bicycle rack mounted to a concrete base. Each shelter should be safe for public use, have good drainage, and be built to specifications of the building plans dated March 16, 2000, Zehren and Associates. 3. Across from the River Pine Condominiums in Eagle -Vail on the south side of U.S. Highway 6. This Shelter will be constructed of cedar, fir and other listed materials, and each will include a bench, trash receptacle, electrical conduit, and a bicycle rack mounted to a concrete base. Each shelter should be safe for public use, have good drainage, and be built to specifications of the building plans dated March 16, 2000, Zehren and Associates. C. The exact locations of the Shelters are shown on the Aerial Photos attached hereto as Exhibit "C" and incorporated herein by reference. •, ��� ^x w �` - ., gc^v- �- x x" "r. i� m s le x �v r . a r. t a- - v ter. v °�. u F IF 'b'""' a N r } d g ,4 awn u w. N r s i a� •