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HomeMy WebLinkAboutC07-091 J.L. Viele ConstructionPRECONSTRUCTION SERVICES AGREEMENT FOR PHASE 1A - AIRPORT TERMINAL MODIFICATIONS THIS AGREEMENT is made this 23rd day of March 2007 by and between Eagle County, Colorado, acting by and through its Board of County Commissioners ("County") and J.L. Viele Construction, Inc. a company organized and existing by virtue of the laws of the State of Colorado ("Viele"). WHEREAS, the County intends to design and construct Phase IA, Airport Terminal Modifications at the Eagle County Regional Airport in Gypsum, Colorado, with a gross square footage of approximately Twenty Two Thousand (22,000) square feet at a target project cost of 1.45 million dollars ($1,450,000.00) ("Project"); and WHEREAS, the Architect for the Project is Carter & Burgess, Inc., 707 17th Street, Suite 2300, Denver, CO 80202 (phone 720-359-3010) ("Architect"); and WHEREAS, the County desires preconstruction services to facilitate and assist with the design of the Project; and WHEREAS, Viele represents to the County that it is authorized to do business in the state of Colorado, and that it has, by virtue of its 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 Viele, 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 set forth and further described in the following: 1.1. Viele will consult with, advise, assist and make recommendations to the County and Architect on all aspects of planning for the Project. 1.2. Viele will attend at least bi-weekly meetings, commencing immediately and continuing throughout the design phase of the project, as requested with the Architect and/or County to advise and discuss the preconstruction progress and respond to questions regarding the Project. 1.3. Viele will assist the Architect and County at any point in the pre -construction process to provide cost analysis comparisons of various materials, products, or design options. 1.4. Viele 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. Viele 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. 1.5. Viele will make budget estimates based on the 50% and 100% Design documents and other available information. Viele will review and refine subsequent estimates with quantity take -off cost estimates in increasing detail 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. 1.6. Viele will provide subcontractor prequalification and solicit subcontractor pricing with the 100% Design documents. Viele will then compile Final Pricing, to include hard bid subcontractor pricing, plus any other estimates and projections, for a comprehensive final cost estimate which shall be presented to County as a Guaranteed Maximum Price. Viele will present the GMP within 20 working days of the issue of the 100% Construction Documents 1.7. Viele will review plans and specifications with the Architect for accuracy and completeness and to eliminate areas of conflict and overlap in the work to be performed by the various subcontractors. 1.8. Viele will assist the design team in making recommendations of sequencing based on the project parameters for determining the most cost effective construction sequence. Viele will provide a preliminary evaluation of the master critical path schedule developed by the County for the construction phase, and provide comment and insight for further schedule refinement. 1.9 Viele will maintain an "Open Book" with the County and agrees to provide copies of all data, bids, estimates, takeoffs, and any other supporting documentation generated for pricing, products, materials, and schedule analysis. 1.10 Viele will assist the county in obtaining Building Permits if requested. 1.11 Viele will assist County staff in developing an approved site and security management plan for future construction activities. 2. Time of Performance: Viele shall begin the Work to be performed under this Agreement upon an executed contract by the County. The Work shall proceed in accordance with the time schedule set forth in the attached Exhibit "A." 3. Compensation and Payment: County agrees to pay Viele for its services in performing the Work in accordance with the price quotes set forth in the attached Exhibit "B." Specifically, payment will be made as follows: M 3.1. County shall pay Viele an amount not to exceed Sixteen Thousand Five Hundred Dollars ($16,500.00) for the above Scope of Work identified in Section 1. 3.2. Additional Services if requested by the County and approved in writing in advance of performance that are determined by the County and Viele not to be similar in nature as described in section 1.11 shall be paid to Viele based on the hourly rates of $95.00 per hour for "Management" and $55.00 per hour for "Estimator". 3.3. The compensation for the Work hereunder will be reimbursed to the County in the event the project does proceed with construction with Viele 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 Viele. Notwithstanding the foregoing, neither party represents that the Project will be constructed or that Viele 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. It is agreed that in the event Viele is selected for Construction Services the fee will be established at 5.5% of the total cost, inclusive of the preconstruction services costs and exclusive of Contingency. 3.4. 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 Viele 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.. 3.5. Not more often than once a month, Viele shall submit to County an invoice for payment signed by a person authorized to sign legal documents on behalf of Viele 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 Viele within thirty (30) days of receipt of a properly documented invoice. 3.6. County may withhold from any payments due to Viele, 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 Viele to carry out the Scope of Work in accordance with this Agreement. 3.7. Viele 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. Viele shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor, employee, or servant of Viele shall be, or shall be deemed to be, the employee, agent or servant of County. Viele 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. Viele shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 5. No Assignment or Subcontracting: The parties to this Agreement recognize that in entering into this Agreement, County is relying upon the resources, skill and reputation of Viele. Therefore, Viele 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, Viele 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 $1,000,000. (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 Viele 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: Viele 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 Viele. 8. Viele Representations: 8.1. Viele 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 Scope of Work to help meet the constraints. 8.2. Viele 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. Viele 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. Viele shall 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 Viele of any if its responsibilities under this Agreement. 9. Notices: Any 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: and a copy to: J.L. Viele Construction, Inc.: Director of Facilities Management P.O. Box 850 Eagle, Colorado 81631 Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 Attention: David Viele 1000 South Frontage Road West Suite 202 Vail, CO 81657 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission or email provided an original is also promptly delivered. 10. Termination: 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 Viele of a written notice of termination specifying the date upon which termination becomes effective. In such event, Viele 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 Viele 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 Viele. County may recover the reasonable costs of correcting deficiencies in an amount not exceeding that specified in the Agreement. 10.3. Upon the termination of this Agreement, Viele 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. Viele 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 5t' 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. 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. 12. Prohibitions on Public Contract for Services 12.1 The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 12.2 The Contractor shall verify or, attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that the Contractor does not employ any illegal aliens. If the Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the contractor shall apply to participate in the Program every three months until the contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at https://www.vis-dhs.com\employerregistration. 12.3 The Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 12.4 If the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: 7 M a. Notify the Subcontractor and the County within three days that the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and b. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. C. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. d. If a Contractor violates the prohibitions set forth in this Article 12, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. Consequential damages are limited to those violations of this Article 12 and are inapplicable to any other violations of this Agreement. //REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK// IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: COUNTY OF EAGLE, STATE OF COLORA��y and Through Its BOARD COUNTY COMMISSIONERS erk to the Boar of R"Qf 7i f.v� env County Commissioners Chairman STATE OF COLORADO ss: County of JL Viele Constru ion, Inc. By: - I )-� � Davi Vie President On this day of , 2006, came before me, a notary public, known to me to be the president of JL Viele Construction, 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 company. My commission expires: Notary Public E 6 Z c FL D- a- M 0. R. rL 10, 00 CL Ar 09 0' 0. 5i r, g, 'o ar 10, .01- 11 0 CJ 0 ca n Ln CL lj� p M rt 9 QQ VQ (D et pi, cr M 0 5 -. ro 6 Z c