HomeMy WebLinkAboutC04-265 Shepherd Resources, Inc. e/)J/.~;lb6-/tJ ,< " AGREEMENT REGARDING PROVISION OF ARCHITECTURAL SERVICES FOR EAGLE COUNTY RE: FREEDOM PARK MEMORIAL AND BANDSTAND ~J.l~t: This Agreement Regarding Provision of Architectural Services for Eagle County re: Freedom Park Memorial and Bandstand ("Agreement") dated this l::t day oUaly; 2004, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Shepherd Resources Inc., a Colorado corporation ("Architect"). Recitals A. County desires to develop a memorial and/or bandstand at Freedom Park in the Berry Creek Development in Edwards, Colorado to recognize the service of armed forces and emergency service personnel. The County desires, in connection therewith, architectural services for the conceptual and schematic design of this memorial. B. Architect is a corporation authorized to do business in the State of Colorado. C. Architect has given the County a proposal for performing the Services (defined below) and represented that it has the expertise and personnel necessary to properly and timely perform the Services. D. Architect and County intend by this Agreement to set forth the scope of the responsibilities of the Architect in connection with the Services and related terms and conditions .." to govern the relationship between Architect and County. Agreement Therefore, based upon the representations by Architect set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Services: The scope of services are described in Exhibit "A" attached hereto and incorporated herein by this reference ("Services"). The Services are generally described as developing and presenting to the County a conceptual and schematic design for the Freedom Park memorial and bandstand. Specifically, the Services shall include only those items associated with Phase I of Exhibit "A." The parties acknowledge that the scope of Phase II will not be known with particularity until the completion of Phase I. Accordingly, this Agreement is to cover only the Services associated with Phase I and that a separate Agreement will be necessary prior to Architect beginning any additional services. 1 The parties hereto recognize that the scope of the Services may,change. When the Architect believes that the scope of the Services has been changed, or by reason of a decision of the County it will be required to redo properly completed Services, the Architect shall immediately advise the County of such belief and shall also provide a statement of the maximum additional charges for such services. Architect shall not be entitled to be paid for any such additional services unless and until County agrees in writing that the scope of the Services has changed and accepts the statement of the maximum additional charges. To the extent that the Services set forth herein may differ from or be inconsistent with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. 2. Architect's Professional Level of Care: Architect shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Architect's Services shall not relieve Architect of any of its responsibilities. Architect shall perform the Services in a skillful, professional and competent manner and in accordance with the highest standards of care, skill and diligence applicable to Architects with respect to similar services. Architect shall not be responsible for the content or accuracy of any reports or studies provided by the County or its representatives. 3. Time of Performance and Termination: Architect shall commence the Services not later than within five (5) business days after the date of this Agreement. Architect shall complete the Services by July 31,2004. This Agreement may be terminated by either party for any reason at any time, with or without cause, and without penalty whatsoever therefore, on at least seven (7) days prior written notice to that effect to the other party. Notwithstanding the foregoing, if Architect defaults or neglects to carry out the Services in accordance with this Agreement, the County may terminate this Agreement immediately. Upon any termination, the County shall be liable only for Services satisfactorily completed prior to the notice. At its sole option, the County may require that the Architect complete particular portions of the Services on an hourly rate consistent with paragraph. , 4 hereof. Upon termination, the Architect shall deliver to County all data and other documents entirely or partially completed, together with all material supplied to the Architect by the County. Payment will be due within thirty (30) days after the Architect has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 4. Comoensation and Payment: In consideration of its performance of the Services, County shall pay Architect for the Services its time plus expenses in an amount not to exceed $15,000.00. Time will be paid in accordance with the Rate Schedule included in Exhibit "B," attached hereto and incorporated herein by this reference. 2 " The funds appropriated for this project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Architect in excess of the above amounts for any work done without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. Payment shall be made in accordance with the following: a. Architect shall submit to the County progress invoices not more than once a month regarding one or more of the tasks identified in the Services. Such invoices shall describe the Services performed. Upon request, the Architect shall provide the County with such other supporting information as the County may request. b. Architect 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. 5. 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. Architect shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Architect shall be, or shall be deemed to be, the employee, agent or servant of County. Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents, employees, servants and subcontractors during the performance of this Agreement. 6. Personnel: Architect understands and hereby acknowledges that County is relying primarily upon the expertise and professional abilities of the officers of Architect. This Agreement is conditioned upon the continuing direct involvement of these officers of Architect in the Services. Architect may not subcontract or delegate any part of the Services or substitute subcontractors without County's written consent, which consent County may exercise in its sole discretion. In the event the officers of Architect are unable to remain involved in the Services, Architect ~hall immediately notify County and County shall have the option to terminate this Agreement. 7. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared in the performance of the Services shall remain the property of the 3 County and are to be delivered to County before final payment is made to Architect or upon earlier termination of this Agreement. 8. 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 professional services and reputation of Architect. Therefore, Architect may not assign its interest in the Agreement, including the assignment of any rights or delegation of a...'1y obligations provided therein, without the prior written consent of County, which consent County 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. 9. Conflicting Emoloyment: The Architect agrees that Architect will not enter into any employment arrangements with third parties that will conflict in any manner with the Services herein. 10. Insurance: At all times during the term of this Agreement, Architect shall maintain the following insurance: T e of Insurance ofessional Liability orkers' Compensation Coverage Limits $1,000,000 minimum Statutory limits All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. Architect shall deliver certificates of required insurance to the County within five (5) calendar days of execution of this Agreement by the Board. 11. Indemnification: Architect shall indemnify County for, and hold and defend the County and its officials, boards, officers and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts, omissions or representations by Architect in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Architect. 4 12. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX or mail to the other party at the following addresses: Architect: Shepherd Resources, Inc. attn: Douglas DeChant, AlA PO Box 1624 37347 US Highway 6, Suite 102 Avon, Colorado 81620 ttl. 970-949-3302 fax 970-949-5121 County: County Attorney's Office P.O. Box 850 500 Broadway Eagle, CO 81631 tel. 970-328-8685 fax 970-328-8699 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 13. Miscellaneous: a Architect 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, age, political affiliation or family responsibility. 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 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 Services, except by a written document of equal formality executed by both parties hereto. c. This Agreem~nt 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 5 agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. d. Thi~ 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 teQIl, covenant, or condition herein or the breach thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTEST: ~'It;~~BO.. ARD OF COUNTY COMMISSIONERS ~~I~~.> ;~. :J ~ . '*', f c/:d7. o,~~y. Clerk to the Boartl of ~, To C. Sto e, Chairman County Commissioners SHEPHERD RESOURCES, INC. By: ~ Douglas M. DeChant, President STATE OF COLORADO ) ) ss: Countyof C:-a.~~ ) On this 1 t- ~y of AL<~+ , 2004, ClIllle before me, a notary public, ~~to..c;". \:)~~~_ ' known to me to be the President of Shepherd Resources, Inc. who acknowledged to me that he executed the foregoing document, that he executed it in that capacity, and that the same was the act of the corporation. My commission expires: if /2. q /2. ~C:\ 1P , , ~-- ~~ ~lic 6 My CommissIon expIres 4/2912006 . ' RECE,IVED JUN C 1 2CJ4 SHEPHERD lESOURCES INC I AlA POST OPFICE 80X 1624 AVON COLORADO 816to THO 919 3302 F970 '4' SI~1 May 28. 2004 Eagle Board of County Commissioners WWW.SI\IARCHITElC::T.C::OM II Tom Stone. Eagle County Commissioner Michael Gallagher, Eagle County Commissioner Eagle. CO FAX: 970-328-8629 RE: FREEDOM PARK MEMORIAL & BANDSTAND PROJECr #0413 Dear Tom and Mike. We are gratified and honored to participate with you and Eagle County to create the new F~m Park memorial and bandstand at Miller Ranch. As you requested. we are providing a summary definition of what we envision to be the Architect's scope of work, together with this outline fee proposal. Also attached is a draft schedule and an agenda for the forthcoming Committee meeting on June 9th which Buddy Simms has been II organizing. We envision two phases. During Phase I. we will mutually establish the scope of'the project. During Phase 2. we will create construdlon documents and provide customary architectural participation during construction of ~p~ . Because general parameters. scope and budaet for the project are currently unknown and could vary considerably, we propose that Phase I be accomplished on an hourly basis. For plannins purposes, we are estimating a broad fee range between $5.000 and $15.000. Because scope wDl be known at the outset of Phase 2. we propose that either a mutually acceptable fixed fee be established later for this phase, or the project continue on an hourly basis. as you may prefer. I will be the prlndpal designer for the proJed, collaborating with the Committee and others in our office. We will donate half of' my time associated with the project. We look fol'Wilrd to this meaningful endeavor with you and the people of Eagle County. With Best Regards, 4t/IIIJ,- II Douglas M. DeChant. AJA Shepherd Resourc8S, Inc. exHIBIT if\ - ,', to' FREEDOM PARK MEMORIAL & BANDSTAND PROJECT #0413 ARCHITECT'S SCOPE OF WORK May 28. 2004 PHASE I Set forth initial project outline Assist 1M Committee to create the General Project Budget and General Project Schedule Condu:t programming session(s); generate and issue the Program Report Site Analysis edsting memorial research. as necessary Conceptual design and associated desisn presentationes) to the Committee Schematic design and associated design presentation to the Committee PHASE 2 Design Development/Construction Documents Coordinate necessary consultants, I.e.. stnJcturaI engineer. landscape architect, 6shting designer, etc. Assist County staff to interview and select artisans, as necessary Constn.action Administration: interface with appropriate County staff during constn.Jction In no particular sequence, both phases shall also indude: Coordinate public presentationes), comment period(s) Document meeting comments; issue meeting minutes to Committee members II II II ..' FREEDOM PARK MEMORIAL & BANDSTAND PROJECT #0413 DRAFT C~NERAL PROJECr SCHEDULE May 28, ZOO4 .1 PROGRAMMING. I week CONCEPTUAl DESIGN, 2 weeks CONCEPTUAL DESIGN PRESENTATION TO COMMllTEE Sa-fEMATlC DESIGN. 3 weeks Sa-IEMATlC DESIGN PRESENTATION TO COMMITTEE Sa-IEMATlC DESIGN PRESENTATION TO THE PUBLIC DESIGN DEVELOPMENT/CONSTRUcnON DOCUMENTS, 8 weeks BUILDING PERMIT APPUCATION BEGIN CONSTRucnON OCCUPANCYJDEDICATlON. Memorial Day, 2005 6-7-04 thru 6-14-04 6-14-04 thru 6-28-04 6-28-04 6-28-04 thru 7-19-04 7-19-04 7-22-04 7-26..()4 thnJ 9.17.04 II 9-20-04 10-4-04 5-30-05 II . .. .... 4 FREEDOM PARK MEMORIAL & BANDSTAND PROJECT #0413 PROGRAMMING MEETING AGENDA June 9. 2004 2 COMMlffiE STRUCTURE 1.1 Membership 1.2 Leaderlhip 1.3 Interface & contact individual(s) for the arthitect. pubrlC. press GENERAL PROJECT GOAlS 2.1 VVhy is this project being considered? 2.2 Whom and/or what shall1his memorial honor and why? 2.3 Who is envisioned visiting the memorial? 2.4 What statements shall this memorial make to and about the local community, visitors? What should it say? 3 DESIGN GOALS 3.1 YVhat elements shall be included in the memorial? 3.2 What type of physical image shall the memorial present, i.e., shall the memorial be rJteral, abstract, strong. tangible. elusive, or some hybrid? 3.3 What size shall it be? 3.4 Shall it be planned for future growth? If so, how? . 3.5 How will the memorial be used.. visited, toured? What specific events might be hosted by this shl!? . 3.6 Shall the memorial include dedicated parking? How shall parking be managed? 3.7 Shall the memorial provide seating? Shelter? 3.8 How shall the memorial relate to the bandstand? 3.9 What is the general vision for the bandstand? 3.10 'What type of events shall the bandstand accommodate? 3.11 How many performers shall the bandstand acc:ommodate? 3.12 Will the bandstand support amplified performances? 3.13 Discuss seasonal. nighttime use. COMMUNITY INTERFACE 4.1 How much and what type of community involvement shall there be in association with the programming artd/or design of the project? 4.2 How and when shall design concepts be presented to the community? II II II . ..... J . '. .,' 5 ANTICIPATED COST 5.1 What shall the overall construction cost budget bel 5.2 'Nhat elements shall be in,:ruded in the overall"budget? Actual memorial cost. plus parking? Landscaping? Seating? Shc:tltsr? 5.3 How will funding be accomplished? What percentage from County funds, worn public fundraislng7 6 ANTIQPATED SCHEDULE 6.1 Review and confirm or revise the draft General Project Schedule. '.11 II II U6/09/2004 09:48 FAX ':''' , ... .. January I. 2004 JgJ 002 SHEPHERD RESOUkC:SS INC , AlA POST OFFICE Box r 624 AVON COLORADO 81620 T970 949 330~ FHO 919 S 121 HOURLY RATES As of January I, :1,004- WWW.SRIARCHITECT.COM Douglas M. DeChant, AJA Jeffrey P. Manley, AlA Adam Harrison Ryan Wolffe Scott Alack Patrick Espy SevinayYese Fara Denhart Arlene Pluth Laurel Kennedy President, Principal Designer Manager - Technical Support Project Manager Project Manager Project Manager Project Manager{f echnical Support Intem/T echnical Support Office Manager Office Assistant Oflice Assistant $181.20IHour $85. 15/Hour $79. 65/Hour $78.07/Hour $74. 97IHour $72. 62/Hour $61 .70jHour $50.00lHour $4O.00/Hour $27.00IHour 4& Hourly Rates for architectural staff are based on 2.5 times Direct Personnel Expense. SRI will notify the diem each time the Hourly Rates are updated. exHIBIT J .8 II II II