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HomeMy WebLinkAboutC02-049 Fox and Company professional services for Assisted Living Complext - t('7 AGREEMENT THIS AGREEMENT is made and entered into thisy of it..v 2002, by and between EAGLE COUNTY, STATE OF COLORADO, acting by and through itt Board of County Commissioners, located at 500 Broadway, Eagle, Colorado, hereinafter referred to as "County ", and FOX AND COMPANY, a company licensed to cgndu t business in the State of 0 10 5' �EotaV� ,5 V; 111 F- 151 �jM Colorado, with offices located at �°6 —1 — ..ai., Suite 4-84, Zag4e, Colorado, hereinafter 86 referred to as "Consultant ". RECITALS: WHEREAS, the County is the owner and operator of the proposed Eagle County Assisted Living Complex; and WHEREAS, the County's Facilities Management Department desires Planned Unit Development services for the proposed Eagle County Assisted Living Complex; and WHEREAS, the Consultant has expertise in Planned Unit Developments and is willing to provide professional services; and WHEREAS, the County desires to retain the Consultant to provide such services. NOW, THEREFORE, in consideration of the premises and the mutual covenant and agreements set forth herein, the parties agree as follows: 1. FORM OF AGREEMENT. This Agreement shall consist of the terms and conditions stated in the following numbered articles. No other documentation generated as a result of this Agreement shall form a part of this Agreement unless expressly referenced and incorporated herein. 2. COUNTY REPRESENTATIVE The Director of Eagle County Facilities Management, Richard Cunningham is the official County Representative and directs all services under this Agreement. Communications between the County and the other party to this Agreement shall be directed through the Director or his designee. 1 t � i 3. SERVICES TO BE PERFORMED The Consultant shall provide to the County those professional services as described herein. The Consultant shall provide knowledge and qualified personnel to provide services to obtain Planned Unit Development (PUD) zoning approval for the construction of an assisted living facility for Lot 1, Block 1, Bull Pasture Subdivision, Eagle, Colorado including the following: A. Coordinate with architect and others to establish all local zoning, planning and utility requirements. B. Prepare application(s) and PUD Guide in accordance with Town of Eagle and Eagle County requirements. C. Coordinate with architect and others to ensure project design and site plan meets all planning and zoning requirements. D. Coordinate with architect and others to obtain site plan and design approvals by appropriate Boards and Commissions. E. Coordinate with architect and others to make all necessary submittals and meet with local officials as necessary. F. Determine, request and submit required fees in a timely manner. The Consultant projects the time necessary to complete the aforementioned items is outlined in Attachment "A" and incorporated by reference herein. 4. PAYMENT The County shall pay the Consultant for all professional services performed in accordance with the provisions of services as described above for an amount not to exceed Ten Thousand Dollars ($10,000.00). The Consultant shall invoice the County for professional services at the following rates: Principal Project Planner Clerical $95.00 per hour $80.00 per hour $45.00 per hour In addition to professional services, the Consultant shall invoice for reasonable in -house printing and copy expenses. Additionally, out -of -house copy and printing costs if so required, shall be invoiced at the Consultant's cost plus ten percent (10 %). Any vehicle mileage incurred shall be invoiced at $0.39 per mile. The Consultant shall invoice the County twice each month during the assignment for current charges incurred. The invoices shall be due and payable within thirty (30) days of receipt. Invoices r not paid after thirty (30) days shall incur a finance charge of one and one -half percent (1 % %) per month. 5. TERM/TERMINATION The term of this Agreement shall commence on January 2, 2002 and shall terminate on December 31,2002. This Agreement may be terminated by either party without cause upon thirty (30) days written notice, and such termination shall in no way prejudice the payments due the Consultant for services rendered, nor the County's right to services prior to the end of the period of notice. If the Consultant's services are terminated, postponed or revised, it shall be paid only for that portion of the work satisfactorily completed at the time of such action. 6. ASSIGNMENT OR SUBCONTRACTING The Consultant and the County agree not to assign, pledge, transfer, or subcontract their duties and rights in this Agreement, in whole or in part without first obtaining the written consent of the other party, the County Representative, or the representative of the Consultant. Any attempt by the Consultant or the County to assign, transfer, or subcontract their rights hereunder without such prior written consent of the County Attorney or the representative of the Consultant, as the case may be, shall at the option of the non - defaulting party automatically terminate this Agreement and all rights of the defaulting party. Such consent may be granted or denied at the sole and absolute discretion of the representative of the Consultant of the County. Prior to designating an outside professional consultant to perform any of these services, the Consultant shall submit the name, together with a resume of training and experience in work of like character of the project being contemplated, to the County Representative and receive written approval therefrom. 7. STATUS OF CONTRACTOR It is understood and agreed by and between the parties that the status of the Consultant shall be that of an independent contractor and it is not intended, nor shall it be construed, that the Consultant or its officers, directors, agents, subcontractors or employees under the contract are employees or officers of the County. THE CONTRACTOR UNDERSTANDS THAT IT AND ITS 3 C EMPLOYEES ARE NOT ENTITLED TO WORKERS' COMPENSATION OR FRINGE BENEFITS FROM THE COUNTY AND THAT IT IS OBLIGATED TO PAY FEDERAL, STATE, AND LOCAL TAXES ON ANY MONIES RECEIVED PURSUANT TO THIS AGREEMENT. 8. VENUE GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado without regard to the choice of law thereof. Venue for any legal action shall be in a court of competent jurisdiction within the State of Colorado. 9. LIABILITY GOVERNING LAW The Consultant agrees to be responsible for any and all negligent or wrongful acts or omissions of its officers, employees and agents arising out of this Agreement. The parties acknowledge that the County is covered under the Colorado Governmental Immunity Act, C.R.S. §24 -10 -101 et seq. The parties hereto understand and agree that the County is relying upon, and has not waived, the monetary limitations ($150,000 per person, $600,000 per occurrence) and all other rights, immunities and protection provided by the Colorado Governmental Immunity Act. 10. EXECUTIONS OF AGREEMENT. This Agreement is expressly subject to, and shall not be or become effective or binding on any party hereto until is has been fully executed by all parties hereto. 11. BINDING EFFECT. This Agreement shall be binding on all parties, their successors and assigns. 12. NOTICES Notices concerning termination of this Agreement, notice of alleged or actual violation of the terms or provisions of this Agreement, and other notices shall be provided to the parties at the following addresses. 0 If to the County: Eagle County Government County Attorney's Office 500 Broadway P.O.Box 850 Eagle, CO 81631 If to the Consultant: Fox & Company P.O.Box 1372 Edwards, CO 81632 Said notices shall be delivered by pre -paid U.S. Mail and shall be deemed effective three (3) days after deposit with the U.S. Postal Service. The parties may from time to time designate substitute addresses or persons where and to whom such notices are to be mailed or delivered but such substitutions shall be effective until actual receipt of written notification. 13. COUNTERPARTS OF AGREEMENT This Agreement shall be executed in two (2) counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. 14. ENTIRE AGREEMENVAMENDMENT This Agreement reflects the entire Agreement of the parties with respect to the subj ect matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, in respect thereto. This Agreement may be amended only by one or more Amendatory Agreements executed in the same manner as this Agreement. 15. INSURANCE. To assure the County that the Consultant is always capable of fulfilling potential liability obligations, the Consultant is required to purchase and maintain insurance of the kind, and in the minimum amount specified below. However, the insurance requirements below shall not be deemed to limit or define the obligations of the Consultant. Consultant is responsible for payment of any deductibles. The County reserves the right to request a certified copy of the policy(ies) for review 5 0 in addition to the standard Certification of Insurance. The Consultant shall, prior to commencing work under this Agreement, obtain the following minimum insurance. A. Workers' Compensation and Employer's Liability Insurance: If services are performed within the State of Colorado, the Consultant shall carry Workers' Compensation and employer's liability insurance to cover liability under the laws of the State of Colorado in connection with work performed pursuant to this Agreement with a waiver or subrogation in favor of the County, its elected officials, administrators and employees. B. Automobile Insurance: If motor vehicles are required in the performance of services by the Consultant under this Agreement, the Consultant shall carry automobile liability with Symbol 1, to include owned, non -owned and hired vehicles, and limits of liability no less than $1,000,000.00 per occurrence with coverage at least as broad as Insurance Services Office Standard Form CA0001 12/93. The County, its elected officials, administrators and employees shall be added to the policy as additional insured with a waiver of subrogation on their behalf. C. Commercial General Liability Insurance: The Consultant shall carry comprehensive general liability insurance which shall include blanket contractual liability, with coverage at least as broad as Insurance Services Office Standard Form CG000101 /96. Such insurance shall be no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Defense costs coverage for additional insured must be included and outside the limits of insurance. The County, its elected officials, administrators and employees shall be additional insured as respects this Agreement, with a waiver of subrogation in favor of such additional insureds. D. Subcontractors: The Consultant shall include all subcontractors as insured under its polices or shall furnish separate certificates and endorsements for each subcontractor. E. Certificates of Insurance: Any policies written on a claims -made basis must remain in force for at least five (5) years after the accepted completion date of the Services through the purchase of and extended reporting period. Certificates of insurance or equivalent evidencing the above and identified on their face as to the contract name and date of execution, shall be submitted to the appropriate County department director within fifteen (15) days after signing the Agreement. In order to be acceptable to the County, the insurance companies must be rated at least an A VIII by A.M. Best Company, unless the County agrees*to an exception. The certificates of insurance must bear the following wording in lieu of the standard wording: "Should any of the above described 2 � C policies be canceled before the expiration date thereof, the issuing company shall mail within forty - five (45) days a written notice by certified mail to the appropriate Eagle County department." 16. INDEMNIFICATION The Consultant shall defend, indemnify, and hold harmless the County, and its elected officials, administrators, employees and agents from and against any and all claims, demands, causes of actions, proceedings, damages, losses and expenses resulting from the negligent or willful acts or omissions by the Consultant, including the Consultants's officers, employees and agents. The Consultant need not indemnify or hold the County harmless for damages or claims caused by the sole negligence of the County or the County's employees or elected officials. 17. SEVERABILITY. In the event that any of the foregoing article(s), sub - article(s), terms) or provision(s) is deemed illegal by adjudication, or in conflict with any law of the State of Colorado, the validity of the remaining articles of this Agreement shall remain in effect and enforceable as if this Agreement did not contain the invalid article, sub - article or provision. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. WE Sara J. Fistiier Clerk to the Board of County Commissioners EAGLE COUNTY, COLORADO, STATE OF COLORADO, by and through its BOARD OF C(AJNTY COMMISSIONERS 7 Michael L. Gallagl Chairman, County C � FOX & COMPANY By Sliliey N. Fox, AIC Principal GXPROJEMAssisted Living\Assisted living S Fox K.wpd ® h w FOX & COMPA Y Tel. (970) 926 -6380 Land Use Planning Fax (970) 926 -0747 Community Development E -Mail: foxandcoOa vail.net January 10, 2002 Mr. Richard Cunningham Director, Facilities Management Eagle County P.O. Box 850 Eagle, Co. 81631 Re: Assisted Living Center Dear Rich: Fox & Company is pleased to submit the attached proposal and cost estimate for the Eagle County Assisted Living Center. If there are aspects of the project that I did not address please contact me as soon as possible so that adjustments can be made. Upon your direction, we are ready to proceed with the described work. One of my first tasks will be to anticipate and prepare a time line for the PUD approval. As the work proceeds and the time frames begin to materialize, I will provide verbal or written updates on a weekly or as needed basis. If we can be of further assistance, do not hesitate to give me a call. Yours truly, Fox & COMPANY Sidney N. Fox, AICP Principal Location Address: 0105 Edwards Village Blvd. Building D - Suite 207 Edwards, CO Mailing Address P.O. Box 1372 Edwards, CO 81632 r e e i Exhibit A FOX & COMPANY Project: Eagle County Assisted Livinq Center C Scope of Services: Fox & Company will provide professional services to obtain PUD zoning approval for construction of an assisted living facility for Lot 1, Block 1, Bull Pasture Subdivision, including, but not necessarily limited to the following: 1. Coordinate with architect & others to establish all local zoning, planing & utility requirements. 2. Prepare application(s) and PUD Guide in accordance with Town and County requirements. 3. Coordinate with architect'& others to ensure project.design & site plan meets all planning and zoning requirements. 4. Coordinate with architect & others to obtain site plan and design approvals by Board(s). 5. Coordinate with architect & others to make all necessary submittals and meet with local officials as necessary. 6. Determine, request and submit required fees in a timely manner. Fox's representation of Client will be based upon the following rate schedule for office time, meetings, travel, research, phone calls and report preparation. Principal $ 95.00 per hour Project Planner $ 80.00 per hour Clerical $ 45.00 per hour Plus in -house copy and printing costs Plus out -of -house expenses Cost + 10% Vehicle Mileage .39 per mile . J t Exhibit A FOX & COMPANY Eagle County Assisted Living Center Estimated Hours and Costs Dates To Be Determined Item/Task Principal Planner $95 Project Planner $80 Data Input/ Clerical $45 Estimate Site visit (s) 2 $190. Pre application research 6 $570. Pre - application meetings with arch & staff 6 $570. Adj. pro eq list 2 2 $250. Prep application, PUD uide, im act report 24 $2,280. Meetin : s Client/team meetings 8 $760. Town staff meetings 4 $380. Planning Commission 16 $1,520. Town Board 16 $1,520. Follow -up /mist. 2 4 4 $690. ESTIMATED TOTAL 84 6 6 $8,730. Expenses & Materials 1 $400. Revised: January 10,2002