HomeMy WebLinkAboutC04-302 Shepherd Resources, Inc.~~-~~- ~a
AGREEMENT REGARDING PROVISION OF
ARCHITECTURAL SERVICES FOR THE MILLER RANCH
CHILDCARE/COMMUNITY CENTER FACILITY
This Agreement Regarding Provision of Architectural Services for Eagle County for the Miller
Ranch Childcare/Community Center Facility ("Agreement") dated thi~~day of September,
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.
(collectively "Architect").
A. County desires to construct achildcare/community center facility on Parcel 1, Tract D of
the Berry Creek Development in Edwards, Colorado. The County desires, in connection
therewith, architectural services for the design of this facility.
B. Architect is a corporation authorized to do business in the State of Colorado.
C. Architect has submitted to County a proposal for performing the Services (defined below)
and represented that they have 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.
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. Scnn . of th S .rvi ..~: The Scope of Services are particularly described in Exhibit "A"
attached hereto and incorporated herein by this reference ("Services"). To the extent that any
provision in this Agreement conflicts with a term or condition of the proposal, this Agreement
shall control.
The Services are generally described as preparing design services to complete construction ready
documents, including grading and drainage improvements, for the childcare/community center
facility and as further described in, and according to the Design Schedule contained in Exhibit
"B" attached hereto and incorporated herein by this reference.
The Architect shall provide bidding phase and construction phase services as required by the
County. Bidding and construction phase services shall be procured by the County as additional
services subject to the terms and conditions of this Agreement and any amendments as required
hereunder. Such additional services shall be compensated on an hourly basis in accordance with
the Hourly Rate Schedule set forth in Exhibit "C" attached hereto and incorporated herein by this
reference. Prior to performing any additional services, Architect shall submit an estimate of the
probable cost and a maximum "not to exceed" cost for the additional services based on those rate
schedules. No additional services shall be performed prior to the direction of County to proceed
following the execution of a written amendment to this Agreement.
Architect shall design the Project within a total estimated cost of construction in the amount of
Two Million Four Hundred Thousand Dollars ($2,400,000), assuming a construction period as
set forth in the Design Schedule attached hereto as Exhibit "B." County may increase the fixed
limits in its sole discretion after approving the Schematic Design. If the lowest bona fide
construction bid or negotiated proposal exceeds the fixed limit by more than ten percent (10%),
County may (1) give written approval of an increase in such fixed limit, or (2) authorize
rebidding or renegotiating of the Project within a reasonable time, or (3) abandon or terminate in
accordance with Section 3, or (4) cooperate in revising the scope and quality of the project as
required to reduce the construction cost to within the fixed limit. In the case of (4), Architect
shall, without additional cost, modify the drawings and specifications as necessary to comply
with the fixed limit.
The parties hereto recognize that the scope of the Services may be changed. County may,
without invalidating this Agreement, order additions, deletions, or revisions in the Services. All
such additions, deletions, or revisions shall be executed under the applicable conditions of this
Agreement. If prior to October 31, 200, an addition, deletion, or revision to the scope of
Services increases or lowers the estimated cost of construction by more than ten percent (10%),
Architect's compensation set forth in Article 4 shall be increased or reduced to eight percent (8%)
of the modified cost of construction. All other additions, deletions, or revisions to the scope of
Services that cause an increase of decrease in the contract price shall be reflected in an equitable
adjustment as agreed to by the parties. All additions, deletions, or revisions to the scope of
Services that significantly alter the Design Schedule shall be reflected in an equitable adjustment
to Exhibit "B" as agreed to by the parties.
After October 31, 2004, 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 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.
Nothing herein is intended to or constitutes a representation by County that it will construct the
proposed improvements or that it will do so at a particular time.
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Architect shall be responsible for having taken steps reasonably necessary to ascertain the nature
and location of the Services, and the general and local conditions which can affect the Services or
the cost thereof. Any failure by Architect to do so will not relieve him from responsibility for
successfully performing the Services without additional expense to the County.
2. Architect's Professional T,evel of rare: 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 his 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 his 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 no later than five (5) business days after the date of this
Agreement. Architect shall complete the individual task of the Services in conformity with the
completion dates set forth in Exhibit "B," provided that completion dates for any one or more of
the tasks identified in the proposed schedule may be extended by the County in its sole
discretion.
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
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 the attached Exhibit
"C." 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 Architect has delivered the last of the partially
or wholly completed documents, together with any records that may be required to determine the
amount due.
4. r_omnensation and Payment: In consideration of its performance of the Services, County
shall pay Architect for its time an amount equal to eight percent (8%) of the estimated cost of
construction ($192,000.00) plus reasonable expenses as more particularly set forth hereunder and
in the attached Exhibit "A." Time for additional services will be paid in accordance with the
Rate Schedule included in Exhibit "C."
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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.
For the purposes of this Agreement, the term "expenses" shall include only actual out-of-pocket
expenses reasonably incurred by Architect in connection with the Services. Expenses shall
include telephone, postal charges, air freight charges, blueprint/plan printing (sufficient copies as
directed by County for bid package preparation and distribution, County use, building inspection
use, and the General Contractors use), fax charges, photo-reproduction costs, as well as expenses
defined in Exhibit "A.". As of the date of this Agreement, Architect estimates the expenses for
the basic services to be $20,633.00. Any expenses beyond this estimated amount must be pre-
approved by County in writing prior to payment.
a. Architect shall submit to the County progress invoices for payment not more than once a
month regarding one or more of the tasks identified in the Services. Such invoices shall describe
the Services performed and shall segregate the charges for work done by task including the
percentage of completion Architect contends were accomplished during the month. Upon
request, the Architect shall provide the County with such other supporting information as the
County may request. County shall review and pay proper and documented invoices based on the
percentage of work accomplished during the month.
b. Architect shall maintain comprehensive, complete and accurate records and accounts of
his 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 C:nntractnr: 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.
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6. Personnel: Architect understands and hereby acknowledges that County is relying
primarily upon the Architect's expertise and professional abilities. Douglas M. DeChant is the
project manager and shall communicate directly with the County Administrator on this project.
This Agreement is conditioned upon the continuing direct involvement in the Services of
Douglas M. DeChant, AIA, of Shepherd Resources, Inc., and the Architect's consultant, Martha
Bennett of Bennett Wagner Grody Architects, PC. 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 these individuals are unable to remain
involved in the Services, Architect shall immediately notify County and County shall have the
option to terminate this Agreement.
7. (~wnershin cf D~ci~ments: All documents (including electronic files) which are obtained
during or prepared, partially or wholly, in the performance of the Services shall remain the
property of the County and are to be delivered to County before final payment is made to
Architect or upon earlier termination of this Agreement.
g. N_Assignm n : 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 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
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. ('c,nflictin..g Fm l~ym .n : 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:
rofessional Liability $600,000 minimum
Workers' Com ensation Statuto 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.
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11. Indemnificari~n: 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.
12. 1~lntines: 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, AIA
PO Box 1624
37347 US Highway 6, Suite 102
Avon, Colorado 81620
tel. 970-949-3302
fax 970-949-5121
County: County Administrator
P.O. Box 850
500 Broadway
Eagle, CO 81631
tel. 970-328-8612
fax.970-328-8629
With a copy to: Eagle County Attorney's Office
P.O. Box 850
500 Broadway
Eagle, Colorado 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. Mis .ellan .nus:
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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.
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.
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 5th District for
the State of Colorado.
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.
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
ATTFT: ~,.. ~, BOARD OF COUNTY COMMISSIONERS
~~/ ~~,:
Y•
Clerk to the Board o f To C. Stone, Chairman
County Commissioners
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EXHIBIT A
MILLER RANCH CHILDCARE/COMMUNITY CENTER
PROJECT #0425
SCOPE OF WORK
1.0 INTRODUCTION
1.1 The Project is a proposed three-level building designed to conform to all applicable local
land use regulations.
The grade level shall be a childcare center to serve approximately 80 children.
The lower level may be an unfinished basement to serve functions yet to be
defined, but is generally understood to be a large, open space with an elevator,
stair and rough-ins for two restrooms. Inclusion of a lower level may be
impacted by available parking or other land use constraints.
The upper level shall be a community center with functions yet to be defined, but
is generally understood to be a large, open space with an elevator, stair, two
restrooms, some provision for kitchen facilities and office space.
1.2 The building shall be located on a parcel immediately east of the soccer fields, where the
Miller Ranch Homes sales affice is currently located.
2.0 BASIC SCOPE
2.1 The Architect shall prepare Schematic Design drawings, Design Development drawings
and Construction Documents in a form acceptable to County.
2.2 The Architect shall coordinate the efforts of the Architect's consultants relative to the
foregoing work.
2.3 The Architect shall perform such other services defined within the Agreement as Basic
Scope.
3.0 ADDITIONAL SERVICES
3.1 The Architect shall participate with the County to establish the Program for the project.
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3.2 As directed by the County, the Architect shall provide bidding and negotiation services.
3.3 The Architect shall provide Construction Phase services, which shall generally include,
but not be limited to:
Once-weekly site visits to observe the progress of the work, in
conjunction with weekly site coordination meetings with the General
Contractor;
responding to General Contractor inquiries and requests for information
andlor clarification of the construction documents;
preparation and issuing of supplemental information to the General
Contractor;
preparation and issuing of construction change directives, requests for
changes and change orders;
review of General Contractor submittals, including shop drawings,
product data, samples and mockups;
review of General Contractor applications for payment;
other tasks necessary to support the project, as may be requested by the
County.
3.4 Should additional effort become required to design future functions within the unfinished
basement, such efforts shall be provided as an Additional Service.
3.5 The Architect shall perform such other Additional Services, as may be defined in the
Agreement or as requested by the County. -
4.0 COMPENSATION
4.1 Compensation for Basic Scope services shall be eight percent (8%) of the estimated cost
of construction ($192,000.00).
4.2 The Architect shall pay for all of the Architect's consultant's fees, including but not
limited to, engineering and architectural subcontractors and consultants.
4.3 Compensation for Additional Services shall be on an hourly basis as set forth in Exhibit
..C ~~
4.3.1 As of the date of this Agreement, and based upon discussions with the County,
the Architect estimates total hourly compensation for programming services to
be between $5,000 and $10,000.
4.3.2 As of the date of this Agreement, there is no estimate of bidding/negotiation
services.
4.3.3 As of the date of this Agreement, and based upon discussions with the County,
compensation for construction phase services is estimated to be &12 hours per
10
week, generally at Ryan Wolffe's rate, depending upon the construction duration,
pace of work and phase of the project. Once the construction schedule is
established, a total construction phase fee estimate will be provided to be
accepted by the County as provided in the Agreement herein.
4.4 The Architect, and the Architect's consultants, shall be reimbursed for actual and
reasonable expenses at a rate of 1.1>times cost. Expenses to be reimbursed shall include,
but not be limited to printing, plotting, copying, postage, shipping, long distance
telephone charges, approval authority application fees, the project's proportionate share
of the Architect's general liability, errors and omissions insurance premiums, and travel
outside of Eagle County, including mileage, lodging and meals. Travel time shall be
charged on an hourly basis at 1/2 rate.
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EXHIBIT C
SHEPHERD RESOURCES, 1NC.
HOURLY RATE SCHEDULE
As of July 12, 1004*
September 10, 2004
Douglas M. DeChant,
AIA
Jeffrey P. Manley, AIA
Adam Harrison
Ryan Wolffe
Scott Alack
Patrick Espy
Sevinay Yese
Fara Denhart
Arlene Pluth
Laurel Kennedy
President, Principal Designer $181.20/Hour
Manager -Technical Support $91.10/Hour
Project Manager $79.65/Hour
Project Manager $78.07/Hour
Project Manager $74.97/Hour
Project Manager/Technical Support $72.62/Hour
Intern/Technical Support $61.70/Hour
Office Manager $50.00/Hour
Office Assistant $50.00/Hour
Office Assistant $27.00/Hour
* Hourly Rates for architectural staff are based on 2.5 times Direct Personnel Expense. SRI will
notify the client each time the Hourly Rates are updated.
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