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HomeMy WebLinkAboutC03-187 Burlstone, Inc.r AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for the Implementation of a Pavement Management System dated as of i , 2003, is between Eagle County, a body corporate and politic, by and o i s Board of County Commissioners ("County"), and Burlstone, Inc. ("Contractor"). RECITALS WHEREAS, the purpose/intent of this Agreement is to implement a pavement management system; and WHEREAS, the Contractor has submitted to County a Proposal for performing the Work (further defined in Section 1) and represented that it has the expertise and personnel necessary to properly and timely perform the Work; and WHEREAS, Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the Contractor in connection with the Work and related terms and conditions to govern the relationship between the Contractor and County in connection with the Work. NOW, THEREFORE, for good and valuable consideration, including the conditions set forth herein, the parties agree to the following: AGREEMENT 1. Scope of the Work: The Work shall be comprised of the following services: 1) Create Inventory Database; 2) Collect Office Information; 3) Collect Field Inventory Information; 4) Collect Condition Data; 5) Upload; 6) Gravel Roads Information Entered; 7) Rehab Reports and 2004 Determination; 8) Quality Check; 9) Interface with GIS; 10) Training; 11) Manuals; 12) Project Management/Meetings, and; 13) Provide Inventory with Condition Rating and Rehab Report for 22,441' Regional Path, all as described in the Contractor's proposal attached as "Exhibit A." 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 of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County 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, as the case maybe with respect to similar work. I yV . v • • 3. General Conditions: A. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. B. 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 the County. County assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. C. 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 County. D. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for coordinating all portions of the Work. E. Contractor, as soon as practicable, shall furnish in writing to the County the names of subcontractors and suppliers for each portion of the Work. F. 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 County. In any event, County 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 the County, 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 County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. G. Contractor warrants to County that the Work will conform to the requirements of the Agreement. H. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor. performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to County, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 2 5 1 ` • • Contractor shall promptly notify County in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. I. Final Payment: Upon written notice from Contractor that the Work is complete, County will make a final inspection with Contractor, and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. After Contractor has completed all such corrections to the satisfaction of County, Contractor may make application for fmal payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as County may reasonably require, together with complete and legally effective releases or waivers (satisfactory to County) of all liens arising out of, or filed in connection with the Work. In lieu thereof, and as approved by County, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the Work, for which County or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to County to indemnify County against any lien. J. 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 County at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). K. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38-26-107. L. 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 County to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County 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. M. If Contractor fails to correct Work which is not in accordance with the Agreement, the County may direct the Contractor to stop the Work until the correction is made. 3 • • N. 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 the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by County or a Change Order shall be issued deducting the cost of correction from payments due the Contractor. O. The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs, including those required by law in connection with performance of the agreement. P. Contractor shall promptly correct Work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. Q. Contractor warrants and guarantees to County that all Work will be in accordance with the Contract Documents. 4. Time of Performance: Contractor shall commence the Work within ten (10) business days after the date of this Agreement. All Work shall be completed not later than August 29, 2003 with the exception of Task #7 (Rehab Reports and 2004 Determination) which shall be completed not later than July 31, 2003. 5. Termination: County 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, County shall be liable only for Work satisfactorily completed prior to the notice. Upon termination Contractor shall deliver to County all photographs, drawings, illustrations, text, data, and other documents entirely or partially completed, together with all material supplied to Contractor by County. 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. 6. Combensation and Payment: In consideration of its performance of the scope of work, Contractor shall be paid monthly based on percent of completion by task and direct expenses at cost. The total fixed price fee is $35,157.00. Payment shall be made in accordance with the following: A. Contractor shall submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month. B. The professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Contractor together with submission of any required clarification and documentation. C. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out-of-pocket expenses incurred by Contractor in connection with the 4 • • work, including the reasonable expenses incurred for travel to and from Contractor's regular place of business. Reimbursable costs will include report printing and map production but not other photo-reproduction costs. D. Hourly rates shall be as provided in Contractor's Standard Wage Rates as set forth in Exhibit A and incorporated herein by this reference. Fractional hours will be billed at the nearest one-quarter hour. E. 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 County it will be required to redo properly completed Work, Contractor shall immediately advise County 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 County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. F. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. G. Additional services, if required beyond the scope of work, shall be separately negotiated and agreed to in writing by both the County and Contractor prior to the Contractor performing the additional service. 7. Project Mana eg ment: Rebecca Davidson, PE, shall be designated as Contractor's Project Manager for the Work. Pete Fralick, Engineer, Eagle County, shall be County'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. 8. Change Orders: After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. County, without invalidating the Agreement, 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 County to change the Work. 5 ' • • C. County may also 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 County. Contractor shall carry out such written orders promptly. 9. 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. 10. Personnel: Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Rebecca Davidson, PE. This Agreement is conditioned upon the continuing direct personal involvement of said personnel in the Work. County understands that other employees of Contractor will be working on portions of the Work; however, these employees shall be under the direct supervision of said personnel at all times. In the event that said personnel is unable to remain involved in the Work, Contractor shall immediately notify County and County shall have the option to terminate this Agreement. 11. 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 County, shall be so designated on the face of the document, and are to be delivered to County's project manager before final payment is made to Contractor or upon earlier termination of this Agreement. 12. Confidentiality: Contractor acknowledges that it may receive confidential information from County 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 County's judgment 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 County and no such facts, data, or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the Work, Contractor shall return to County all material it supplied to Contractor in connection with the performance of the Work. 13. 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 County is relying upon the personal services and reputation of Contractor. 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 County, which consent County may withhold in its sole discretion. Except as so provided, this 6 ~~ ~ ~ ~ ! ~ 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 parry. 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. 14. Conflicts of Interest: Neither Contractor nor its subcontractors, nor any of their respective principals, officers, employees, or agents shall, at any time during the term of this Agreement and continuing through three (3) months following completion of the Work, perform consulting work which would constitute a conflict of interest, including but not limited to work on behalf of persons owning property within the area which is the subject of the Work. By acceptance of this agreement, Contractor represents and warrants that any and all of its professional representations and associations, and those of its subcontractors and of their respective principals, officers, employees and agents, direct or indirect, which would conflict in any manner or degree with the professional and impartial performance of services required under this Agreement have been terminated. 15. Insurance: Contractor shall purchase and maintain in a company or companies to which County has no reasonable objection such insurance as will protect Contractor and County 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 in 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 County shall be filed with the County prior to commencement of the Work. These Certificates shall contain provisions naming the County 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 the County. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with 7 ... ~ i • the proper endorsements have been filed with the County. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. Subcontractors: Before permitting any of his subcontractors to perform any Work under this contract, Contractor 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 maybe applicable to his Work, which type and amounts shall be subject to the approval of the County, or (b) insure the activities of his subcontractors in his own policy. 16. Indemnification: To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, its board, commissioners, employees, and the agents of any of them, 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 in whole or in part 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. 17. 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 Untied States mail, or first class mail, to the appropriate party at the following addresses: Contractor: Burlstone, Inc. 165 South Union Blvd., Suite 1030 Lakewood, CO 80228 Phone: (720) 377-1040 Fax: (720) 377-9649 County: Eagle County P.O. Box 850 Eagle, CO 81631 Phone: (970) 328-3560 Fax: (970) 328-8789 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. 18. Nondiscrimination in Employment: 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. 8 1 ~,• 19. Entire Agreement/Amendment: 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 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 the Work, except by a written document of equal formality executed by both parties hereto. 20. Venue/Governing Law: 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 5~' District for the State of Colorado. 21. No Third Party Beneficiaries: 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. 22. Budget/Appropriation: Notwithstanding anything to the contrary contained in this Agreement, County 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 therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1-101 et. seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. "COUNTY" 'u'~t~or~~~ COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: 9 Clerk to the Board of County Commissioners ' Jul-08-2008 11:20am From-EAGLE CO~ENGINEERING +8708288788 T-863 P.002/002 F-407 "CONTRACTOR" BURLSTONE. INC. Sy:_ Name: Title: STATE OF COLORADO ) ) SS County of t,~p rl ) The foregoing was acla~p~ before me this ~ day of '~-° 2003 by I ors b I ~C , lC7L ~ c ~~ y~Q,(L~ of Burlstoae, Inc. WITNESS my hand and official seal. My commission expires ~ ~~n ~~~~~Y.Rv~`~n ••. TAFIIIIAY A. ~: i FABREGAS N9 ~ ... ~ PLO ~Of CO`O~ 10 Eagle County Pavement Management System Proposal as submitted from Burlstone, Inc. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Create Inventory Database Collect Office information Collect field inventory information Collect condition data Upload Gravel roads information entered Rehab reports and 2004 determination Quality check Interface with GIS Training Manuals Project Management/Meetings Provide inventory with condition rating and rehab report for 22,441' regional path $1,803.00 $4,080.00 $3,040.00 $2,948.00 $ 624.00 $4,148.00 $3,032.00 $1,766.00 $2,824.00 $3,756.00 $1,032.00 $3,140.00 $2,964.00 Total: $35,157.00 Note: 1. Total price above includes PavementWorks Software. 2. At the option of Eagle County Micropaver Software shall be used at a total cost of $42,952.00 Staff Person Responsibilities Hourly Rate Rebecca Davidson Project Manager $121/ hour Jeff Kay Rehabilitation Development $86/hour Theresa Patterson System/ Data Management $78/hour Keith Patterson Data Collection Technician $52/hour Kelly Rosson Data Collection Technician $50/hour Tammy Fabregas Clerical $35/hour