HomeMy WebLinkAboutC04-374 Shepherd Resources, Inc.
MASTER AGREEMENT REGARDING PROVISION OF
ARCHITECTURAL SERVICES FOR FREEDOM PARK
This Master Agreement Regarding Provision Arc ite tural Services for
Freedom Park ("Agreement") dated this ~ day o us , 04, 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").
A. County desires to develop certain projects at the Freedom Park in the
Berry Creek Development in Edwards, Colorado including but not necessarily limited to:
a performing arts pavilion, playground restrooms, skate park restrooms, and
modifications to pedestrian bridges. The County desires, in connection therewith,
architectural services for the conceptual design, schematic design, and construction
document preparation of these projects (collectively "Services").
B. Architect is a corporation authorized to do business in the State of
Colorado.
C. Architect possesses certain 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. ScnT ~f the Servi~ .s: Architect will perform only those Services in
accordance with mutually agreed and accepted written Statements of Work ("SOW"), to
be attached hereto from time to time and incorporated herein by this reference. Each
SOW shall specify the conceptual and schematic designs phase as well as the construction
document preparation phase of each project. Each SOW shall provide County with detail
of the proposed Services and estimated charges associated with the same. Such SOW
shall set forth a mutually agreed upon fixed fee for each identified phase. Architect shall
not begin any Services until such time as County has accepted the work plan and fixed fee
of the SOW through a written authorization to begin. Each SOW shall be subject to the
terms and conditions of this Agreement, unless the parties expressly agree otherwise by a
written modification to this Agreement signed by an authorized representative of both
parties.
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 only perform Services pursuant to a validly issued and accepted
SOW. Upon written acceptance by County, said SOW shall be made a binding part of
this Agreement. County may reject a proposed SOW in its sole discretion.
To the extent that any term in an SOW may differ from or be inconsistent with the
terms and conditions of this Agreement, the terms and conditions of this Agreement shall
prevail.
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.
2. Architect's Prnfessi~nal T.evel of C'ar :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.
Upon County's written notice to proceed after mutual agreement of the SOW,
Architect shall promptly commence work and shall work continuously and diligently until
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completion and pursuant to any completion schedules that may be agreed to by the
parties.
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 section 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. C'c,mnen~ati~n and Pavm~nt: 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 a mutually agreed upon amount as set forth in each SOW. Time will be
paid in accordance with the Rate Schedule included in Exhibit "A," attached hereto and
incorporated herein by this reference.
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.
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 and shall segregate the charges for work done by task
including the percentage of completion Architect contends was accomplished during the
month. 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 C'nntracmr: 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. Per~nnnel: Architect understands and hereby acknowledges that County is
relying primarily upon the expertise and professional abilities of Douglas DeChant. This
Agreement is conditioned upon the continuing direct involvement of this officer 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 this officer of Architect is unable
to remain involved in the Services, Architect shall immediately notify County and County
shall have the option to terminate this Agreement.
7. (~wner~h T c,f l~~cument~: All documents (including electronic files)
which are obtained during or prepared 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.
8. Nc,__As~ignment: 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
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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. ('~nflictin~ F.mnloyment: 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. Tnsnrance: At all times during the term of this Agreement, Architect shall
maintain the following insurance:
Professional 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.
11. Tndemnificati~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. Nc-.__ ~?s~: 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
J
County: Director of Facilities Management
P.O. Box 850
500 Broadway
Eagle, CO 81631
tel. 970-328-8880
fax 970-328-8899
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 ..llan n i~:
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.
//REMAINDER OF PAGE INTENTIONALLY LEFT BLANK//
September 15, 2004
BERRY CREEK/MILLER RANCH: FREEDOM PARK BRIDGES
PROJECT #0426.08
STATEMENT OF WORK
1.0 INTRODUCTION
1.1 The Project includes redesign of two existing bridges located at the new pond in
Freedom Park, as follows:
• The bridge over the inflow creek shall be redesigned to reduce the
railing height, create an extended balcony over the creek to the west,
provide sun sheltering and improve aesthetics.
• The bridge over the high-water outflow channel shall be redesigned to
eliminate existing railings that are not code-required.
2.0 BASIC SCOPE
2.1 The Architect shall prepare ConceptuaUSchematic Design drawings and
Construction Documents.
2.2 The Architect shall coordinate the efforts of the Architect's consultants relative
to the foregoing work.
3.0 ADDITIONAL SERVICES
3.1 The Architect shall participate with the County to establish the Program for the
Project.
3.2 As may be 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:
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• Once-weekly site visits to observe the progress of the work, in
conjunction with weekly site coordination meetings with the
Gene: ~~1 Contractor;
• responding to General Contractor inquiries and requests for
information and/or 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.
4.0 COMPENSATION
4.1 Compensation for Basic Scope services shall be on an hourly basis. Refer to the
attached Hourly Rate Schedule for the Architect's hourly rates. Total
compensation for Basic Scope Services shall not exceed $7,000.
4.2 The Architect's consultants' fees shall be compensated for as a reimbursable
expense in an amount pre-approved by the parties.
4.3 Compensation for Additional Services shall be on an hourly basis in an amount
pre-approved by the parties. Refer to the attached Hourly Rate Schedule for the
Architect's hourly rates.
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 and 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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By: Shepherd Resources, Inc./AIA,
Douglas M. DeChant, AIA, President
Date -»
By: Eagle County,
Tom Stone, Chairman, Eagle County Board of County Commissioners:
Di-~6- ~~
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SHEPHERD RESOURCES, INC.
HOURLY RATE SCHEDULE
As of July 12, 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 $181.20IHour
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.
11
September 15, 2004
BERRY CREEK/MILLER RANCH: PUBLIC RESTROOMS
PROJECT #0426.06
STATEMENT OF WORK
1.0 INTRODUCTION
1.1 The Project includes the design of two public restrooms in the vicinity of the
new playground and skatepark at Freedom Park, as follows:
• The playground restroom is intended to be designed and constructed
forthwith.
• The skatepark restroom is intended to be designed only, so that utilities
may be roughed-in at the proper location. The building itself is intended
to be constructed later.
2.0 BASIC SCOPE
2.1 The Architect shall prepare ConceptuaUSchematic Design drawings and
Construction Documents.
2.2 The Architect shall coordinate the efforts of the Architect's consultants relative
to the foregoing work.
3.0 ADDITIONAL SERVICES
3.1 The Architect shall participate with the County to establish the Program for the
project.
3.2 As may be 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:
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• 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 and/or 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.
4.0 COMPEN5ATION
4.1 Compensation for Basic Scope services shall be on an hourly basis. Refer to the
attached Hourly Rate Schedule for the Architect's hourly rates. Total
compensation for Basic Scope Services shall not exceed $22,000.
4.2 The Architect's consultants' fees shall be compensated as a reimbursable expense
in an amount pre-approved by the parties.
4.3 Compensation for Additional Services shall be on an hourly basis in an amount
pre-approved by the parties. Refer to the attached Hourly Rate Schedule for the
Architect's hourly rates.
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 and 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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By: Shepherd Resources, Inc./AIA,
Douglas M. DeChant, AIA, President
~_, Date Gt •,~b - O~
By: Eagle County,
Tom Stone, C an, Eagle County Board of County Commissioners:
Date i1-~b-ay
14
SHEPHERD RESOURCES, INC.
HnURLY RATE SCHEDULE
A" ~~f July 12, 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.
15
September 15, 2004
BERRY CREEK/MILLER RANCH: PERFORMING ARTS PAVILION
PROJECT #0426.01
STATEMENT OF WORK
1.0 INTRODUCTION
1.1 The Project is an outdoor performance venue, including the following elements:
• A performance platform, to accommodate up to 70 seated musicians, as
well as various lesser musical performances, theater and public or
private uses, oriented to lawn seating for approximately 2,000. All or
part of the platform maybe temporarily or permanently covered;
• concessions facility;
• public restrooms;
• a wall to buffer the lawn seating area from parking;
• two sun shelters to be integral with the wall.
1.2 It is recognized that the Program is uncertain, and that the County intends to
further define the program after considering design concepts.
2.0 BASIC SCOPE
2.1 The Architect shall prepare Conceptual Design drawings and present the
concepts to the Board of County Commissioners for consideration.
3.0 ADDITIONAL SERVICES
3.1 The Architect shall participate with the County to establish the Program for the
Project.
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4.0 COMPENSATION
4.1 Compensation for Basic Scope services shall be on an hourly basis. Refer to the
attached Hourly Rate Schedule for the Architect's hourly rates. Total
compensation for Basic Scope Services shall not exceed $5,000.
4.2 Compensation for Additional Services shall be on an hourly basis in an amount
pre-approved by the parties. Refer to the attached Hourly Rate Schedule for the
Architect's hourly rates.
4.4 The Architect 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 and 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.
By: Shepherd Resources, Inc./AIA,
Douglas M. DeChant, AIA, President
Date~~f,~
By: Eagle County,
Tom Stone, Chairman, Eagle County Board of County Commissioners:
DateJJ-I b-btl
17
SHEPHERD RESOURCES, INC.
HOURLY RATE SCHEDULE
As of July 12, 2004*
Douglas M. DeChant,
AIA,
Jeffrey P. Manley, AIA
Adarn 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.
18
