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HomeMy WebLinkAboutC07-132 Ground Engineering ConsultantsAgreement For Professional Geotechnical Engineering Services On Cooley Mesa Road This Agreement for Professional Geotechnical Engineering Services dated as of , 2007, is between Eagle County, a body corporate and politic, by and t rough its Board of County Commissioners ("County") and Ground Engineering Consultants, Inc., ("Consultant"). Recitals WHEREAS, the purpose/intent of this Agreement is to provide Professional Geotechnical Engineering Services; and WHEREAS, the Consultant has submitted to County a Proposal for performing the work (further defined in Section 1) and represented that is has the expertise and personnel necessary to properly and timely perform the work; and WHEREAS, Consultant and County intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the work and related terms and conditions to govern the relationship between the Consultant and County in connection with the work. NOW, THEREFORE, for good and valuable consideration, including the conditions set forth herein, the parties agree to the following: I. Agreement: a. Consultant shall: i. Drill fifteen (15) test holes at locations to be determined by the soils engineer. The test holes will be drilled within the proposed alignment of the roadways at approximate 250 -foot spacings. We anticipate the test hole depths to be approximately 5 to 10 feet below the existing grades. The test holes near the possible retaining wall areas will be drilled to approximately 10 feet below grade. Final depths of the test holes will be determined in the field as exploration progresses and as the subsoil profile becomes evident. ii. The test holes will be drilled to determine the subsurface soil profile and to obtain samples for laboratory testing. iii. Conduct a laboratory testing program to determine the engineering characteristics of the materials at the site. iv. Analyze the results of the field and laboratory investigations to develop geotechnical recommendations regarding site grading, pavement design, design recommendations for foundation and retaining wall structures, and any other pertinent information. CADocuments and SettingslzachslLocal SettingslTemporary Internet Files10LK7120070419JAgreementfor Professional Geotechnical Services. doc Page 1 of 9 v. Request from the County any traffic study or traffic numbers on Cooley Mesa Road. vi. Prepare a report summarizing the data obtained, and present our conclusions and recommendations. Three copies of the report will be provided. Additional copies are available for an additional fee. Field work, data analysis and report preparation will be conducted under the supervision of a registered professional engineer. vii. Notify public utilities through the Utility Notification Center of Colorado. (UNCC) viii. Perform any other items as detailed in the "Scope of Work" included in Exhibit "A" and incorporated herein by the reference. b. County shall: i. Provide authorized, legal site access for the Consultant's equipment and personnel, where applicable. The Consultant requests that the County locate any of the private, on-site utilities on County property. II. Consultant's Performance: Consultant shall be responsible for the completeness and accuracy of the work, supporting data and other documents prepared or compiled in performance of the work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Consultant's Work shall not relieve Consultant of any of its responsibilities. Consultant shall perform the work in a skillful, professional, and competent manner and in accordance with the standards of care, skill and diligence applicable to Engineers, as the case may be with respect to similar work. III. Time of Performance: Consultant shall commence the work within ten (10) business days after the date of this Agreement. All work shall be completed not later than May 29th, 2007 unless approved by change order to this contract. IV. Compensation and Payment: In consideration of its performance of the scope of work, Consultant shall be paid monthly based on percent of completion by task and direct expenses at cost. The total fee is $2,850.00. Payment shall be made in accordance with the following: a. Consultant shall submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month. b. The professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Consultant, together with submission of any required clarification and documentation. c. Hourly rates shall be provided in the fee schedule included in Exhibit "B" and incorporated herein by the reference. d. The parties hereto recognize that the Scope of the Work may change. When Consultant believes that the Scope of the Work has been changed or that by reason of a decision of County, it will be required to redo properly completed work, Consultant shall immediately advise County of such belief and shall CADocuments and SetfingslzachslLocal Setfings\Temporary Internet Files10LK7120070419 Agreement for Professional Geotechnical Services. doc; Page 2 of 9 also provide a statement of the maximum additional charges for such work. Consultant shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the Scope of the Work has changed and accepts the statement of the maximum additional charges. e. Consultant 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. f. Additional services, if required beyond the Scope of the Work, shall be separately negotiated and agreed to in writing by both the County and Consultant prior to the Consultant performing the additional service. V. Project Management: Zachary C. St. Jean shall be designated as Consultant's Project Manager for the work. Greg Schroeder, Eagle County, shall be County's Project Manager responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. VI. Independent Consultant: 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. Consultant shall be, and shall perform as, an independent Consultant. No agent, employee, or servant of Consultant shall be, or shall be deemed to be, the employee, agent or servant of County. Consultant shall be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, servants and subcontractors during the performance of this Agreement. VII. Personnel: Consultant understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Greg Schroeder. This Agreement is conditioned upon the continuing direct personal involvement of said personnel in the work. County understands that other employees will be working on portions of the work; however, these employees shall be under the direct supervision of said personnel at all times. In the event that said personnel is unable to remain involved in the work, Consultant shall immediately notify County and County shall have the option to terminate this Agreement. VIII. Ownership of Documents: All documents which are obtained during or prepared in this performance of the work are copyrighted and shall remain the property of the County, shall be so designated on the face of the document, and are to be delivered to County's Project Manager before final payment is made to Consultant or upon earlier termination of this Agreement. CADocuments and SetGngslzachs1ocal SetlingsUemporary Internet Files10LK7120070419_Agreement for Professional Geotechnical Services.doc Page 3 of 9 IX. Confidentiality: Consultant acknowledges that it may receive confidential information from County for use in connection with its performance of the work. Consultant further acknowledges that it may in the performance of the work develop information, including facts, data, and opinions, which are, or in County's judgment should be, confidential or limited in terms of dissemination. Consultant shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the work. All facts, data, and opinions developed by Consultant in the course of its performance of the work shall be deemed to belong to County and no such facts, data or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the work, Consultant shall return to County all material it supplied to Consultant in connection with the performance of the work. X. 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 their personal services and reputation of Consultant. Therefore, Consultant may not assign its interest in the Agreement, including 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 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 any assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. XI. Conflicts of Interest: Neither Consultant nor its subcontractors, nor any of their respective principals, officers, employees, or agents shall, at any time during the term of this Agreement and continuing through three (3) months following completion of the work, perform consulting work which would constitute a conflict of interest, including but not limited to work on behalf of persons owning property within the area which is the subject of the work. By acceptance of this Agreement, Consultant represents and warrants that any and all of its professional representations and associations, and those of its subcontractors and of their respective principals, officers, employees and agents, direct or indirect, which would conflict in any manner or degree with the professional and impartial performance of services required under this Agreement have been terminate. XII. Notices: Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, and facsimile transmission together with a "hard copy" by United States mail, or first class mail, to the appropriate party at the following addresses: Consultant Ground Engineering Consultants, Inc. CADocuments and Settings\zachs\Local Settings\Temporary Internet Files\OLK7\200704191A9reementfor Professional Geotechnical Services.doc Page 4 of 9 PO Box 464 101A Airpark Drive, Unit 9 Gypsum, CO 81637 Phone: 970-524-0720 Fax: 970-524-0721 County Eagle County Engineering Department P.O. Box 850 500 Broadway Eagle, CO 81631 Phone: 970-328-3560 Fax: 970-328-8789 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day if not), or three (3) calendar days after deposit in the mails, as applicable. XIII. Miscellaneous: a. Consultant 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. Consultant shall require all subcontractors to agree to the provisions of this subparagraph. 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 Work, except by a written document of equal formality executed by both parties hereto. c. This Agreement shall be governed by and construed in accordance with the 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. d. 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. XIV. BudgeVAppropriation: Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Consultant in respect of any period after any December 31St of each calendar year during the term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County C Documents and Setlingslzachs1ocal SettingslTemporary Internet Files10LK7120070419_Agreement for Professional Geotechnical Servioes.doc Page 5 of 9 Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget law (C.R.S. 29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). XV. Prohibitions on Public Contract for Services: a. 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 services. b. 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\employeeregistration c. 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. d. 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: i. 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 ii. 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. e. 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. f. If a Contractor violates these prohibitions, 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. XVI. General Conditions C1Documents and Setfingslzachs1ocal SedingsUemporary Internet Files10LK7120070419_Agreement for Professional Geotechnical Services.doc Page 6 of 9 a. Consultant shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the work. b. Consultant shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the work, and the general and local conditions which can affect the work or the cost thereof. Any failure by Consultant to do so will not relieve him from responsibility for successfully performing the work without additional expense to the County. County assumes no responsibility for understanding or representations concerning conditions made by and of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. c. Consultant shall supervise and direct the work, using Consultant's best skill and attention. Consultant shall be solely responsible for coordinating all portions of the work. d. Consultant, as soon as practicable, shall furnish in writing to the County the names of subcontractors and suppliers for each portion of the work. e. No charge shall be made by Consultant for hindrances or delays from any cause whatever during the progress of any portion of the work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of County. In any event, County may grant an extension of time for the completion of the work, provided it is satisfied that delays or hindrances were due to causes outside Consultant's control, e.g., weather, or to acts of omission or commission by the County, provided that such extensions of time shall in no instance exceed the time actually lost to Consultant by reason of such causes, and provided further that Consultant shall have given County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. f. Consultant warrants to County that the work will conform to the requirements of the Agreement. g. Consultant shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the work. If the Consultant performs work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to County, Consultant shall assume full responsibility for such work and shall bear the attributable costs. Consultant shall promptly notify County in writing of any conflicts between the specifications for the work and such governmental laws, rules and regulations. h. Consultant's Insurance: Consultant shall purchase and maintain in a company or companies to which County has no reasonable objection such insurance as will protect Consultant and County from claims which may arise out of or result from Consultant's operations under the Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. CADocuments and SetlingslzachslLocal SetlingsUemporary Internet Filesl0LKT20070419_Agreement for Professional Geotechnical Services.doc Page 7 of 9 After execution of the Agreement, changes in the work may be accomplished by Change Order or by order for a minor change in the work. County, without invalidating the Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions or other revisions. i. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Consultant that lawful appropriateness to cover the costs of the additional work have been made. ii. A Change Order shall be a written order to the Consultant signed by County to change the work. iii. County may also order minor changes in the work not involving changes in the Contract Price or the Contract time. Such changes shall be written orders and shall be written orders and shall be binding on the Consultant and County. Consultant shall carry out such written orders promptly. j. County may terminate this Agreement, in whole or in part, for its convenience upon providing written notice, by delivery or by mail, to Consultant. Upon such termination, County shall be liable only for work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the work which have not been satisfactorily completed, provided that, at its sole option, County may require that Consultant complete particular tasks or subtasks on a time and reimbursable expenses basis as provided in paragraph 4 hereof. Upon termination Consultant shall deliver to County all photographs, drawings, illustrations, test, data, and other documents entirely or partially completed, together with all materials supplied to Consultant by County. Payment will be due within thirty (30) days after Consultant has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. k. In the event of any conflict between the provisions of these General Conditions and the Specifications or the Agreement, the terms of the Specifications or the Agreement, as the case may be, shall control. CADocuments and Setbngslzachs\Local Setfings\Temporary Internet Files10LK7120070419_Agreementfor Professional Geotechnical Services.doc Page 8 of 9 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 It's BOARD OF COUNTY COMMISSIONERS ATTEST: [ By: erk to the Boafd of Chairman County Commissioners VEND / NTRACTOR: Ground Engineering Consultants, Inc. S' Pro By. it) _� r- Title: i-_M"aavr- STATE OF COLORADO } ss: County of 0 The foregoing was acknowledged before me this day of 2007, by My commission expires: Notary Public Seal CADocuments and Setdngs\zachs\Local Sethngs\Temporary Internet Files\OLK7\20070419_Agreement for Professional Geotechnical Services. doc Page 9 of 9