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HomeMy WebLinkAboutC08-028AGREEMENT BETWEEN EAGLE COUNTY AND MENENDEZ ARCHITECTS P.C. This Consulting Agreement ("Agreement") dated as of this 5~' day of February, 2008, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County) Commissioners ("County"), and Menendez Architects P.C., an architectural and engineering design firm with a principal place of business in Aspen, Colorado, with a mailing address of 715 W Main St Ste 104, Aspen, CO 81611-1659 ("Consultant"). WHEREAS, the County is in need of a company to provide the services outlined in Section 1.1 hereunder: and WHEREAS, Consultant has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outlined in Section 1.1 hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. NOW, THEREFORE, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services Provided: 1.1 The Consultant will provide the consulting services as more particularly set forth in Exhibit "A," attached hereto and incorporated herein by this reference (hereinafter called "Consulting Services"). The Consulting Services are generally described as providing, on an on- call basis, services such as preliminary site assessment; architectural design; structural engineering; mechanical and electrical engineering; and may include facility equipment design and specifications. To the extent the terms and conditions of this agreement may conflict with Exhibit "A" the terms and conditions of this agreement shall control. 1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. 1.3 Consultant has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 2. Term of Agreement: 2.1 This Agreement shall commence on January 8, 2008, and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect for a period of 1 year, commencing with the effective date of this Agreement. This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as `may be mutually agreed between the parties hereto. 2.2 This Agreement may be terminated by either party for any other reason at any time, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any termination of this Agreements Consultant shall be compensated for all hours of work then satisfactorily completed, plus pre-approved expenses. 3. Independent Contractor: 3.1 With respect to the provision of the Consulting Services hereunder. Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant or its agents, employees and consultants an agent, employee, partner or representative of County, 3.2 The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of Eagle County Commissioners. 3.3 The Consultant will maintain general liability, unemployment and workman's compensation insurance on his/her behalf, as necessary. 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant according to the fee schedule set forth in Exhibit "B." Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed. Upon request, Consultant shall provide County with such other supporting information as County may request. 4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownership of Documents: Documents (including electronic files) which are obtained during or prepared for approval of the County during the performance of the Services (such as the preliminary schematic design, the design development documents, and construction documents) shall remain the property of the County and are to be delivered to County upon request, before final payment is made to Consultant, or upon earlier termination of this Agreement. County shall not be deemed the owner of said documents until payment has been received by Consultant. County acknowledges that use of the documents prepared under this agreement should be used for the project for which they were prepared only. Consultant may use ideas and drawings prepared during the performance of Services for other projects, as appropriate. County further acknowledges that use of documents which are not stamped "final construction documents" will be at county's sole risk and without liability to Consultant. Furthermore, reuse or modification of any such documents by County, without Consultant's written permission, shall be at County's sole risk. 6. Indemnification: Within the limits allowed by law, Consultant shall indemnify County for, and hold the County and its officials, boards, officers, principals and employees harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims in connection with the negligent acts or omissions of the Consultant in performing the Services. 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 regazd to the involvement of the Consultant. 7. Consultant's Professional Level of Care: Consultant shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepazed 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 the Consulting Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standazd of caze, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 8. No Assignment: The parties to this Agreement recognize that the Consulting 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 Consultant and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, 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. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Rick Ullom Eagle County Facility Management Construction Manager 590 Broadway P.O. Box 850 Eagle, CO 81631 (970) 328-8780 (p) (970) 328-8899(f) (b) Luis Menendez President, Menendez Architects P.C. 715 W Main St Ste 104 Aspen, CO 81611-1659 (970) 544-4851 9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile 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 depository of the U.S. Postal Service. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Consultant and County acknowledge that, during the term of this Agreement and in the course of the Consultant rendering the Consulting Services, the Consultant may acquire knowledge of the business operations of County to the point that the general method of doing business, the pricing of products the lists of customers and other aspects of the business affairs of County will become generally known and the Consultant shall not disclose, use. publish or otherwise reveal, either directly or through another, to any person, fum or corporation, any knowledge, information or facts concerning any of the past or then business operations, pricing or sales data of County and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its successors and assigns during the term of this Agreement and for a period of five (5) years following the termination of this Agreement. 11. Provision Mandated by House Bill 1343: Prohibitions on Public Contract for Services 11.1 The Consultant 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 Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 11.2 The Consultant shall confirm or attempt to confirm through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that the Consultant does not employ any illegal aliens. If the Consultant is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the Consultant shall apply to participate in the Program every three months until the Consultant 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.comlemnloyerre~istration 11.3 The Consultant 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. 11.4 If the Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or cotYtracts with an illegal alien, the Consultant shall be required to: i. Notify the subcontractor and the County within three days that the Consultant 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 Consultant 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. 11.5 The Consultant 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. 11.6 If a Consultant violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Consultant shall be liable for actual and consequential damages to the County. 12. Miscellaneous: 12.1 This Agreement constitutes the entire Agreement between the parties related to its subject manor. It supersedes all prior proposals, agreements and understandings. 12.2 This Agreement is personal to the Consultant and may not be assigned by Consultant 12.3 This Agreement dues 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 Board of County Commissio s By: ~~ , Peter F. Runyon, Cha' an Clerk to the Board of Counmiss fi'`'r ` ~ ~ ~ Cr.C~~r~ MENENDEZ/H~TE~TS P.C. By: President STATE OF ~ ~ e~ ss. COUNTY OF _~ 1~ ) foregoing instrument was acknowledged before met ~ , this 'O'~day of us-~-~~ , 200}. My commission expires: ~~ ~ lc~ NANCY R. WRIGHT NOTARY PUBLIC L ~~ J~ ~ STATE OF COLORADO Notary Publi iwy Commission Expires 1?J18/2010 SCHEDULE AND BUDGET CONSTRAINTS Fee Schedule Architectural Personnel Hourly Rates: Architect $115 Architectural Designer $105 Technical Level I Person $ 90 Technical Level II Person $ 70 Structural Engineering Personnel Hourly Rates: Principal $129 Project Manager $108 Project Engineer $ 98 Structural Tech/Drafting $ 91 Administrative $ 57 Mechanical and Electrical Engineering Personnel Hourly .Rates: Principals $125 Senior Project Engineer $100 Project Engineer $ 85 Designer $ 75 Travel time: Travel time shall be compensated one-way at the applicable Fee Schedule rates. Reimbursable Ezpenses: In addition to the personnel hourly wages Menendez Architects and its engineering consultants shall be compensated a multiple of 1.1 times the cost of the following expenses 1. Printing, photography and other forms of reproductions of drawings and documents. 2. Long distance communications, fax, mail, as well as messengers and courier services. 3. Models and mock-ups requested by the Client. EXHIBIT 4. Renderings requested by the Client. ' 5. Fees paid for all necessary approvals and permits from all governing authorities. 6. Transportation and living expenses in connection with out-of-town travel as authorized by the Client. Schedule Menendez Architects and its consultants have the personnel available and systems in place to undertake and properly respond in a timely manner to the project types and sizes described in the RFQ. Menendez Architects is in the process of completing the construction documents phase of the majority of its current projects and will be increasing its professional staff by one member mid-June. The increase in personnel combined with the completion of current projects will allow Menendez Architects to provide the resources necessary to properly service any and all Eagle County projects resulting from this process.