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HomeMy WebLinkAboutC05-128 Vaughan Construction Company 61)6~/1.B - #- PRECONSTRUCTION SERVICES AGREEMENT FOR THE EAGLE COUNTY FAIRGROUNDS MULTIUSE EVENT CENTER ...jo4.t, " THIS AGREEMENT is made this.:2JO day of ~LL in the year 2005 between Eagle County, Colorado, acting by and through its Board 0 County Commissioners ("County") and Vaughan Construction Company, a company organized and existing by virtue of the laws of the State of Colorado ("Vaughan"). WHEREAS, the County intends to design and construct a Multiuse Event Center and Exhibit Hall Facility at the Eagle County Fairgrounds, with a gross square footage of approximately twenty three thousand (23,000) square feet at a total estimated cost of design and construction in the amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00) ("Project"); and WHEREAS, the Architect for the Project is Kenney Associates, LLC, 209 East 4th Street, Loveland, Colorado 80537 (phone 970-663-0548) ("Architect"); and WHEREAS, the County desires preconstruction services to facilitate and assist with the design of the Project; and WHEREAS, Vaughan represents to the County that it is authorized to do business in the state of Colorado, and that it has, by virtue of its strong in-house capabilities of budgeting, cost estimating, management, and personnel: the required technical and professional expertise to perform the Scope of Work set forth hereunder. NOW THEREFORE, the County and Vaughan, for the consideration hereinafter set forth, agree as follows: 1. Scope of Work: The Scope of Work ("Work") is generally described as performing those preconstruction services as are normally and customarily provided during the planning and design phases of projects of this nature. The Work is more particularly described in the following: 1.1. Vaughan will consult with, advise, assist and make recommendations to the County and Architect on all aspects and phases of planning for the Project including schematic design, design development, and construction document phases. 1.2. Vaughan will review the Architectural, Civil, and Structural plans and specifications as they are being developed, and advise and make recommendations with respect to such factors as construction feasibility, possible economies, availability of materials and labor, time requirements for procurement and construction, and projected costs. Vaughan will assist in the coordination of all sections of the drawings and specifications, without, however, assuming any of the Architect's normal responsibilities for design. I 1.3. Vaughan will make budget estimates based on the developed program and other available information. The first estimate may be a parameter type and subsequent estimates will be quantity take-off cost estimates in increasing detail based on developing plans and specifications. Vaughan will continue to review and refine these estimates as the development of the plans and specifications proceeds, and will advise the County and the Architect if it appears that the targets for the Project budget and/or completion will not be met. 1.4. Vaughan will prepare a final cost estimate and guaranteed maximum price when plans and specifications are complete. 1.5. Vaughan shall investigate and recommend to the Architect materials and equipment that could be purchased, consider long lead time procurement and mass purchasing power in making such recommendations, recommend a schedule for such purchases after coordination with the Architect in the schedule for preparation of Contract Documents. 1.6. Vaughan will make recommendations to the County and the Architect regarding the division of work in the plans and specifications to facilitate the bidding and/or awarding of contracts, taking into consideration such factors as time of performance, availability of labor, overlapping trade jurisdictions, and provisions for temporary facilities. Vaughan will prepare prequalification criteria for bidders and solicit the interest of capable contractors. 1.7. Vaughan will review plans and specifications with the Architect for accuracy and completeness and to eliminate areas of conflict and overlapping in the work to be performed by the various contractors. 1.8. Vaughan will prepare a progress schedule for the Project and monitor the schedule during the design phases of the Project. 1.9. Vaughan will attend meetings with the Architect and/or County to advise and discuss the preconstruction progress and respond to questions regarding the Project. 1.10. Vaughan will provide value engineering services through technical review and analysis of alternative designs, systems, and materials being considered in the design to produce the greatest value for the least cost. Vaughan will provide cost estimates of the alternatives and evaluate the alternatives on the basis of costs, time schedules, availability of labor and materials, construction feasibility, warranties and projected life expectancy. 1.11. Vaughan will assist the County in selecting, retaining and coordinating the professional services of a surveyor and other special consultants as needed. 2. Time of Performance: Vaughan shall begin the Work to be performed under this Agreement upon an executed contract by the County and proceed diligently towards completion. 2 3. Compensation and Payment: 3.1. County agrees to pay Vaughan for its services in performing the Work an amount of Five Thousand Five Hundred Dollars ($5,500.00). 3.2. The compensation for the Work hereunder will be reimbursed to the County in the event the project does proceed with construction with Vaughan as the Construction Manager/General Contractor. In such event, the compensation for preconstruction services shall be considered a part of the Contractor's fee for the Project and the amount of compensation paid under this Agreement shall be reimbursed to County in the form of an offset to future Contractor fees that may become due and owing Vaughan. Notwithstanding the foregoing, neither party represents that the Project will be constructed or that Vaughan will be the Construction Manager/General Contractor in the event of Construction. Any construction phase services beyond the Scope of Work herein will be through separate written agreement of the parties. 3.3. 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 Vaughan 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. 3.4. Not more often than once a month, Vaughan shall submit to County an invoice for payment signed by Vaughan identifYing the work completed as of the date of the invoice, and accompanied by such supporting documentation as County may reasonably require. County agrees to pay Vaughan within thirty (30) days of receipt of a properly documented invoice. 3.5. County may withhold from any payments due to Vaughan, to such extent as may be necessary to protect the County from loss, because of defective work or material not remedied or the failure of Vaughan to carry out the Work in accordance with this Agreement. 3.6. Vaughan shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following termination, 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. 4. 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. Vaughan shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor, employee, or servant of Vaughan shall be, or shall be deemed to be, the employee, agent or servant of County. Vaughan shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the performance of this agreement. 3 Vaughan shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 5. No Assi2;nment or Subcontractin2;: The parties to this Agreement recognize that in entering into this Agreement, County is relying upon the resources, skill and reputation of Vaughan. Therefore, Vaughan may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein or subcontract the performance of any part of the Work, without the prior written consent of County, which consent County may withhold at 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. 6. Insurance: At all times during the term of this Agreement, Vaughan shall maintain the following insurance: 6.1. Claims under Workmen's Compensations, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. 6.2. General Liability Coverage in the minimum amount of$l,OOO,OOO. (Combined personal injury/property damage limit) for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damages imposed by law upon Vaughan with respect to all work performed by them. 6.3. Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. 6.4. Certificates of Insurance acceptable to the County evidencing the above required amounts shall be filed with the County within ten (10) days from the execution of this Agreement. 7. Indemnification: Vaughan shall indemnify County for, and hold and defend County and its officials, boards, officers, principals 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 performance of this Agreement to the extent such cost, claim and expense is caused in whole or in part by the negligent or willful acts or omissions of Vaughan. 8. Vau2;han's Representations: 4 8.l. Vaughan expressly recognizes that this Project has certain time and fiscal constraints and agrees to cooperate fully with the County and Architect in the design aspects of the Work to help meet the constraints. 8.2. Vaughan further represents to the County that, by executing this Agreement, it has been informed of and has reviewed the goals of the Project; the design of the Architect performed to date for the Project; and the time schedule as well as fiscal constraints and contingencies of the Project. 8.3. Vaughan shall perform the Scope of Work in a skillful, professional and competent manner and in accordance with the standards of care, skill, and diligence applicable to other contractors performing this type of work. 8.4. Vaughan will be responsible for the completeness and accuracy of the Scope of Work and shall correct, at its sole expense, all errors and omissions therein. The fact that County has accepted or approved the Scope of Work shall not relieve Vaughan of any if its responsibilities under this Agreement. 9. Notices: Arty notice required under this Agreement shall be personally delivered or mailed in the United States mail, first class postage prepaid, to the appropriate party at the following addresses: The County: Director of Facilities Management P.O. Box 850 Eagle, Colorado 81631 Tel: 970-328-8880 with a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 Vaughan: Vaughan Construction Company Rifle, Colorado 81650 Tel: 970-625-3362 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. 10. Termination: 5 10.1. Notwithstanding Paragraph 10.2 hereunder, the performance of the Scope of Work may be terminated at any time in whole or in part, by County for its convenience. Any such termination shall be effected by delivery to Vaughan of a written notice of termination specifying the date upon which termination becomes effective. In such event, Vaughan shall be compensated for all work completed up to the date of termination. 10.2. If either party defaults or neglects to carry out the Scope of Work in accordance with this Agreement and fails within a ten (10) day period after receipt of written notice from the other party to correct such default or neglect with diligence and promptness, the other party may, without prejudice to other remedies, terminate this agreement. If Vaughan fails to correct such deficiencies after timely notification by County, County may in addition to or as an alternative to termination correct such deficiencies and deduct the cost of correction from payments due Vaughan. 10.3. Upon the termination of this Agreement, Vaughan agrees to deliver to County such information and items which, if this Agreement had been completed, would have been required to be furnished to the County, including completed or partially completed plans, drawings, and information. 11. Miscellaneous: 11.1. Vaughan 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. 11.2. 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. 11.3. 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. 11.4. 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. 11.5. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 6 11.6. In the event of litigation between the parties hereto regarding the interpretation of this Agreement, of the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such event, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 11.7. Time is of the essence and the parties agree to notifY the other if they become aware that any condition will significantly delay performance. 11.8. Neither party will be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party. Such events include, but are not limited to, acts of God, weather conditions, fire, third party strikes, third party lock-outs, and other labor disruptions, material shortages, riots, and acts of war. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF CO DO, By and Through Its B ARD F COUNTY COMMISSIONERS ~ Clerk to the Bo dof County Commissioners STATE OF COLORADO ) ) ss: County ) f;(/ ! On this /f /" day of /:~it/IL~Lk~ ,2005, came before me, a notary public, ~/ V/<J sA,( ,~-~- J , known to me to be the president of Vaughan Construction Company who acknowledged to me that he executed the that he executed it in that capacity, and that the same was the act of the My commission expires: .y Commission Expire:,. IFItb. II, M06 7