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HomeMy WebLinkAboutC08-153 : . AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND REILLY-JOHNSON ARClllTECfURE FOR ARCHITECTURAL SERVICES IN CONNECfION WITH THE ADDmONS TO AND/OR REMODELING OF THE EAGLE COUNTY JUSTICE CENTER AND DISTRICf ATIORNEYIPROBATION BUILDING This Agreement ("Agreement"), dated April 17, 2008, between Eagle County, Colorado ("County" or "Owner") and ReillY1JOhnSOn Architecture ("Architect"), WITNESSETH: WHEREAS, County is in need of an Architect to provide the services outlined in Section 1.1 hereof; and WHEREAS, Architect 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 Architect to perform the tasks associated with such services outlined in Section 1.1 hereof; and WHEREAS, County and Architect intend by this Agreement to set forth the scope of the res~onsibilities of the Architect in connection with the services and related terms and conditions to govern the relationship between Architect and County in connection with the services. NOW, THEREFORE, based upon the foregoing premises and the following promises, the parties agree as follows: 1. Services Provided: 1.1 Architect will provide architectural and related servi s pertaining to additions to and remodeling of the Eagle County Justice Center building located at 5 Chambers Avenue in Eagle Colorado and District AttorneylProbation building located at 955 Chambers A venue, Eagle, Colorado, as more fully set forth in Attachment A hereto, Attachment B hereto and Attachment C hereto (consisting of architectural concept design drawings of December 20~, all of which are incorporated herein by this reference (hereinafter called "Services"). 7 1.2 Architect agrees that Architect will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 1.3 Architect represents that it has the expertise and personnel necessary to properly and timely perform the Services. 2. Term of Al!l"eement: 2.1 This Agreement shall commence upon execution of this Agreement, and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect through the completion of the Services to be provided hereunder. The parties estimate that performance of the Services will be completed by December 31, 2010. If Services have not been completed by this date because of action or inaction by County or circumstances beyond the control of either party, Services of kt!!hirecl beyond this date shall be equitably compensated. , ,. 2.2 This Agreement may be terminated by either party for any other reason at any time, with or ' without cause, and without penalty. 2.3 In the event of a termination of this Agreement prior to the completion of services contemplated hereunder, Architect shall be compensated for all Services then satisfactorily completed, plus pre- approved expenses previously incurred or thereafter reasonably and necessarily incurred in connection with winding up its provision of services hereunder. 3. Independent Contractor: 3.1 Architect and County acknowledge and agree that Architect is an independent contractor providing Services to County. Nothing in this Agreement shall be deemed to make Architect or its agents or employees an agent, employee, partner or representative of County, 3.2 Architect shall not have the authority to make, and will not make, any commitments or enter into any agreement with any party on behalf of County without the prior written consent of the Board of Eagle County Commissioners. 3.3 Architect will maintain general liability, unemployment and workman's compensation insurance coverage sufficient to insure payment of all legitimate claims against it. 4. Remuneration: 4.1 For the Services provided hereunder, County shall pay Architect in accordance with paragraphs 33 through 37 of Attachment A. Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Architect respecting Services. The invoice shall include a breakdown of the percentage of completion of each Phase of Services, and a detailed itemization of Reimbursable Expenses. Architect shall provide County with such other supporting information as County may request from time to time. 4.2 County will not withhold any taxes from monies paid to the Architect hereunder and Architect 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 County nor shall any payment be made to Architect 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 applicable provisions of the Colorado Revised Statutes. Specifically, the parties acknowledge and 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 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 County and are to be delivered to County upon request, before final payment is made to Architect, or upon earlier termination of this Agreement. County shall not be deemed the owner of said documents until payment has been received by Architect. County acknowledges that use of the documents prepared ~~eement should be used only for the project for which they were prepared. Architect may ~ ~ 2 I # 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 Architect. Furthermore, reuse or modification of any such documents by County, without Architect's written permission, shall be at County's sole risk. 6. Indemnification: Within the limits allowed by law, Architect shall indemnify County for, and hold 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 resulting, in whole or in part, from the negligent acts or omissions of Architect in performing the Services, provided that Architect's Errors and Omissions Insurance Coverage is applicable to such costs, claims and expenses, including reasonable attorney's fees. Architect agrees to obtain and maintain in force usual and customary Errors and Omissions insurance coverage for its Services under this Agreement. This indemnification shall not apply to claims by third parties against County to the extent that County is liable to such third party for such claim without regard to the involvement of Architect. 7. Architect's Professional Level of Care: 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 County has accepted or approved the 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 standard of care, skill and diligence applicable to Architects, with respect to similar services, in the Eagle County, Colorado area at this time. 8. No Assil!Dlllent: 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 and its approved subcontractors. Therefore, neither Architect 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 person I delivery, facsimile or U.S. Mail to the other party at the following addresses: 3 f . (a) Rick Ullom Eagle County Facility Management Construction Manager 590 Broadway P.O. Box 850 Eagle CO 81631 Direct 970-328-8780 Cell 970-471-04398899 Facsimile 970-328-8899 Rick. Ullom @eaglecounty.us (b) Robert Johnson Principal 1775 Sherman Street, Suite 1320 Denver CO 80203 Direct 303-832-9111 Cell 720-989-6605 Facsimile 303-832-9135 bobj @rjarch.com 9.2 Notices shall he 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 Colorado State District Court in Eagle, Colorado. 10.2 Architect and County acknowledge that, during the term of this Agreement and in the course of the Architect rendering the Services, Architect 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 Architect shall not disclose, use. publish or otherwise reveal, either directly or through another, to any person, firm 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 bv House Bill 1343: Prohibitions on Public Contract for Services 11.1 Architect 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 Architect that the subcontractor shall not knowingly employ or contract with an illegal alien to :;IpS under the public contracl for servic:' 112 Architect 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 Architect does not employ any illegal aliens. If Architect is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, Architect shall apply to participate in the Program every three months until the Architect 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 11.3 Architect 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 Architect obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Architect shall be required to: i Notify the subcontractor and County within three days that Architect 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 Architect 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. 115 Architect 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 Architect violates these prohibitions, County may terminate the contract for a breach of the contract. If the contract is so terminated, the Architect 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 matter. It supersedes all prior proposals, agreements and understandings. 122 This Agreement is personal to Architect and may not be assigned by Architect. 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. 12.4 The parties recognize that there is some overlap between the provisions of the foregoing 12 sections of this Agreement and the provisions of the attachments hereto. In the event of a conflict between any provision of such 12 sections and any provision of any attachment hereto, the provisions of such foregoing 12 sections shall govern. /I?} 5 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 Commissioners /--~ By:~ Peter F. Runyon, Chao . ATTEST: By: t!&uddo ~ )SS COUNTY OF ..LM1lJ j)..t.-r/ ) The foregoing instrume?lr:." A",;~owledged before me byrtik f This dR day of ~ ,2008. / My Commission expires: 1/ - tJ 3 -0 fS ~dAy A YiM4\ STATE OF ) !J" }d?LitHL 6 Attachment A Page 1 of7 First Draft 02.20.08 Last Revision 04.03.08 I. The two buildings in the Project shall be very similar to that defined in Reilly Johnson Architecture's Concept Design floor plans (see Attachment C), presented to the Project "stakeholders"/users on 12.1 0.07, with the notable exceptions as fo1lows. The new Main Public Entry for the Justice Center will move to the east end of "Main Street". The Clerk of Courts suite will move to the far east end of the current Courts space and wi1l consume the existing East courtroom. The new Probation office suite will move to the west side of the 2 new District Court courtrooms. With the exceptions noted above, the Project shall include new Additions to the existing Justice Center building with approximate floor areas as follows: Detention Center - 1 sI floor Detention Center - 2nd floor Courts/Probation/west extension of "Main Street" Sheriff Law Enforcement offices Main Public Entry (east end of "Main Street") 07,700 gross square feet 03,900 gross square feet 16,700 gross square feet 03,100 gross square feet 01,750 gross square feet With the exceptions noted above, the Project sha1l include Remodeling of the existing Justice Center building with approximate floor areas as fo1lows: Detention Kitchen expansion into Trusty Housing Detention Laundry expansion into Non-contact Visiting Courts (exc. west + center courtrooms) 00,100 useable square feet 00,300 useable square feet 08,420 useable square feet With the exceptions noted above, the Project sha1l include Remodeling of the existing DNProbation building as fo1lows: New Public Lobby + DA Receptionist 00,500 useable square feet 2. The site planning for the Project sha1l differ from that shown to the Project "stakeholders"/users on 12.10.07 (see Attachment C), as described below. The existing parking lot on the south side of the DNProbation Building shall be demolished and a new parking lot sha1l be constructed in this location, extending roughly 150 feet west of the southeast corner of the Justice Center. This lot will provide parking for the new Main Public Entry and wi1l have a capacity of approximately 70 spaces. A 20 foot wide lane for emergency vehicle access will most likely be provided on the east side ofthe new Main Public (East) Entry. The existing Parking Lot at the current Main Entry to the Justice Center building will be revised, and reduced in size to 40 or 50 spaces. No new curb cuts are to be constructed. IfpY Attachment A Page 2 of7 Last Revision 03.3/.08 3. The Owner's consultants on the Project include the following. A consultant will be engaged by the Owner for Materials Testing during Construction (as required by the Architect's technical Specifications). Land (Topographic) Surveying Marcin Engineering Avon, Colorado Materials Testing To Be Determined Geotechnical Investigation Ground Engineering Gypsum, Colorado 4. The Architect's consultants on the Project include the following. If any of the consultants are terminated, the Architect shall consult with the Owner regarding replacement. Associate Architect The MillerlHull Partnership Seattle, Washington Courtroom Technology + Communications Technology Plus, Incorporated Aurora, Colorado Landscape Architecture Norris Design Denver + Frisco, Colorado Civil Engineering Marcin Engineering Avon, Colorado Structural Engineering S. A. Miro Denver, Colorado Mechanical + Electrical Engineering Cator Ruma & Associates Lakewood, Colorado Construction Cost Estimating PreConstruction Services, Inc. Colorado Springs, Colorado Architectural Specifications ASCS Denver, Colorado Food Service (Kitchen) Consulting William Caruso & Associates Englewood, Colorado Security Electronics Consultant Latta Technical" Services Piano (Dallas), Texas 5. The Architect's Services include design for replacing all the evaporative cooling in the existing Justice Center building with refrigerated cooling. 6. The Architect's services include preparation (with their cost consultant - Preconstruction Services, Inc.) of construction cost estimates for Schematic Design (SD), Design Development (DO), and Guaranteed Maximum Price (GMP) Pricing Package. 7. The Architect's services include the following number of site visits during construction for purposes of attending regularly scheduled construction coordination meetings, or for observations of construction including preliminary and final "punchlists", for the following disciplines. Architecture Structural Engineering Mechanical Engineering Electrical Engineering Landscape Architecture 60 06 14 08 01 The Landscape Architecture services also include 2 trips for the 12 month warranty "inspection". Site visits in excess of these, resulting from no fault of the Architect, will be considered a Change in Services (Additional Services) and shall be compensated on an hourly basis plus Reimbursable Expenses. Documentation of such visits shall be by written minutes of meetings that list attendants, or by written Construction Observation Reports prepared by the Architect and his Consultants. 4(f Attachment A Page 3 of7 Last Revision 03.31.08 8. The Architect's services include the design of all casework and millwork in the new courtrooms, judges' chambers, and jury deliberation rooms. It also includes the design or specification of spectator seating in the new courtrooms. It does not include the inventory of existing, or specification of new, office furniture for: Clerk of Court, Sheriff Law Enforcement, Probation, and District Attorney. Nor does it include layout of existing or new furniture in these areas. The Architect will, however, consider the appropriate size of new, and the approximate size of existing furniture when Space Planning. Past Total Project Cost Models prepared by the Architect included a separate "line-item" for these services. The Scope of Services and Compensation for such office furniture planning services are yet to be determined. 9. Because the Scope of Work for security electronics systems has not been defined for either the Courts or Detention portions of the Project, as of the date of this Agreement, the Architect's services include only limited services in this discipline, and from its security electronics consultant. These limited services will provide a visit to the Detention Center and review of its existing stand-alone security electronics systems (door controls, closed circuit television, intercom, duress), and preparation of two construction cost estimates. The first estimate will be for an expansion of the existing stand-alone systems, and the second estimate will be for the removal, and replacement, of such systems with a new "fully-integrated" security electronics system for the Detention Center. Once the Owner has decided whether to expand, or replace, these systems, the Architect will provide a Proposal to the Owner for a Change in Services (requiring additional compensation) to provide the design services required for design, construction documents, bidding/negotiation, and construction administration for such systems. 10. The Architect's services include design for expansion of the Kitchen into the adjacent Trusty Housing Unit to allow for the installation of a new "walk-in" freezer of approximately 8' x 8', and a new "walk-in" refrigerator of 6' x 8'; and expansion of the Laundry into the adjacent non-contact Visiting Stations for stomge. William Caruso & Associates will assist the Architect with specification of the new "walk-in" refrigerator and freezer. II. The Architect's services include the services ofRJA, MillerlHull, Cator Ruma & Associates, Marcin Engineering, and Norris Design in the preparation of the initial submittal required by the Town of Eagle as either the Minor or Major Development Permit application. Services of the Architect and any of his consultants in making revisions to their completed work, resulting from the Town;s review of the Minor or Major Development Permit, or in preparing a revised submittal, are not included, unless such services are required for "completeness" in the Permit application. 12. The services of the Civil Engineer are included only through the work required of them for the initial submittal required by the Town of Eagle as either the Minor or Major Development Permit application. Included within those services is a detailed Drainage Report. Excluded from those services are the following: Tmffic Study Intersection (curb cut) Analysis Study WaterlIrrigation Rights Issues Wetlands Mitigation Upon a decision and comments from the Town regarding this application, the Civil Engineer will prepare a Proposal to provide Additional Services for: design revisions, if any; completion of Construction Documents; and Construction Administration. The Architect will then submit this to the Owner as an Additional Service. 13. The Architect's services include those for the design and specification of: audio systems, and video evidence display systems, in the two new District Court courtrooms; video "link" to a second room used to accommodate the "overflow" for District Court jury assembly; and for a video link to the Detention Center for video court. /I!J Attachment A Page 4 of7 Last Revision 03.3/.08 14. The Architect's services include the design for conduit and raceways, and the location of "drops" for voice and data, in the areas of new construction and remodeling. Design for cabling, telephone and network systems is not included. 15. The Architect's services do not include work in either the existing "center" or "west" courtrooms, except to the extent required for the installation of fire protection sprinklers; and re-connection to existing, or connection to new, systems for: fire alarm, temperature control, and access (door control). 16. The Architect's services do not include formal "Commissioning" of the building. 17. The Architect's services do not include the services of a geothermal consultant, or those of the mechanical engineer, as may be required to examine the costlbenefit, and then to design for installation of geothermal heating and cooling. See Attachment B .. Schematic Design for a discussion of Additional Services for geothermal and photo voltaic studies. 18, The Architect's services do not include the design or specification of video visiting systems, or video arraignment/court systems. The Architect will, however, provide assistance to the County in selection of vendors for the design, manufacture, and installation of these systems. 19. The design of this Project will not require LEED certification; however, the Architect will be required to be attentive to the "sustainability" attributes of the Project, and to the County's newly adopted "Eco-Build Commercial/Multi-Family program. The Architect acknowledges that it is the County's goal (though not an absolute requirement) to exceed the Eco Build minimum requirement by 15% - for the new floor areas added to the Justice Center Building - thus raising the goal from 70 points to 81 points. The Architect is to advise the County on various means for achieving such objectives. 20. Record Drawings of construction are not included in the Architect's services. If requested by the County, the Architect shall review the Contractor's "marked-up" drawings following completion of construction, and then submit a Proposal to the County for the preparation of the Record Drawings, as a Change in Services (Additional Services). 21, The Architect and the Architect's consultants shall have no responsibility for the discovery, pr:esence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 22. The Construction Manager/General Contractor (CM/GC) for the Project shall be FCI Constructors of Grand Junction, Colorado. The contract between the Owner (County) and the CMGC will be negotiated with the assistance and concurrence of the Architect, as a Guaranteed Maximum Price (GMP). The Project's schedule may require the preparation of multiple bid packages by the Architect The content, and schedule for issue, of each of these bid packages, shall be determined jointly by the CM/GC, the Owner, and the Architect. 23. The Architect and his consultants shall be allowed to rely upon the information and direction received from the Town of Eagle at any point in the design and construction of the Project. Should the Town of Eagle rescind, or revise, any previous information or direction given to the Architect or his consUltants, such that revisions are required in any of the Architect's and consultants' completed services, such revisions shall be considered a Change in Services (Additional Services) and shall be equitably compensated by the County. 24. The 2008 Hourly Billing Rates for the Architect and his consultants shall be as presented in the Architect's Proposal of January 16,2008. For Additional Services to be compensated on an Hourly, rather than a Stipulated Sum, basis such rates shall remain constant through end of year 20 I O. ,~ Attachment A Page 5 of7 Last Revision 03.31.08 25. The following individuals are required to review the Architect's submittals to the County for their portion of the Project: Captain Bill Kaufman Undersheriff Jeff Layman Ms. Chris Yuhas Mr. Bryan Lynch Mr. Mark Hurlbert Detention Center Sheriff's Law Enforcement Offices County and District Courts Probation District Attorney 26. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution oflegal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. The Owner and Architect shall endeavor to resolve claims, disputes, and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The mediation shall proceed in advance oflegal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 27. The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. 28. Causes of action between the parties to this Agreement pertaining to acts. or failures to act shall be deemed to have accrued and the applicable statuteS of limitation shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 29. If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of Services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage cause the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension. The Architect's compensation for the remaining services and the time schedules shall be equitably adjusted. 30. Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation ofthe Architect's invoice. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 31. The Owner's overall budget for the Project, including the Architect's compensation for Professional Services and Reimbursable Expenses is approximately $20,000,000. #!Y Attachment A Page 6 of7 Last Revision 03.31.08 32. The Owner's budget for the Construction contract excluding the Owner (County) contingency and Architect's compensation is approximately $17M. 33. Compensation for the Architect's Basic Services through review of the Contractor's initial GMP Proposal and reconciliation with the Architect's GMP estimate shall be a Stipulated Sum of Eight Hundred Twenty Eight Thousand Three Hundred Twenty dollars ($828,320). This compensation is exclusive of Additional Services and Reimbursable Expenses through this period, and it is exclusive of services following this period, as defined in item 34. This compensation is also exclusive of the County's payment to Architect for his invoice to the County dated January 21, 2008. 34. The Architect's compensation for Basic Services (exclusive of Additional Services, and Reimbursable Expenses) shall be apportioned to the various Phases of the Project as follows. $267,200 Schematic Design $334,000 Design Development Including initial submittal to Town of Eagle for Minor or Major Development Permit $200,400 Construction Documents prepared through Review of the Contractor's initial GMP Proposal and Reconciliation with the Architect's GMP Estimate $26.720 Review of the Contractor's initial GMP Proposal and Reconciliation wi Architect's GMP Estimate $828,320 Total Ifthe County decides to proceed with construction ofthe Project, in accordance with the Architect's initial GMP package of drawings and specifications, and gives the Architect notice to proceed - on, or before, January 31, 2009 - with the preparation of the remaining Construction Documents and Bid Packages, the Architect's compensation for those services shall be apportioned to the remaining Phases of the Project as follows: $210,420 Construction Documents subsequent to Review of the Contractor's GMP + ReconciliationINegotiation $42,080 Bidding of "Bid Packages" subsequent to Owner's acceptance ofGMP $280.560 Construction Administration $533,060 Total The Architect shall invoice the Owner on the basis of the percentage of completion of each Phase. 35. This Agreement acknowledges that Additional Services will be required of the Architect prior to review ofthe Contractor's initial GMP, and likely subsequent to the County's decision to proceed with the Project after review of the initial GMP. Among other things, the need for Additional Services is anticipated following the Town's review ofthe County's application for a Minor or Major Development Permit to incorporate the Town's requested design revisions, ifany; and Additional Services will be needed for design of Security Electronics systems in the Detention and Courts portions of the Project once that scope is clearly defined. An allowance of One Hundred Thousand dollars ($100,000) is included in this Agreement for Additional Services, to be utilized only after the County has requested a Proposal from the Architect defining each Additional Service and its compensation, and after it has issued a written approval of such Proposal authorizing the Architect to proceed. 36. The Architect estimates that his Reimbursable Expenses will not exceed One Hundred Fifteen Thousand dollars ($115,000). The County agrees that this estimate is not an absolute limit, and that the figure can, and will, be increased by the County, upon the advice of the Architect, as long as the increase is not caused by the fault of the Architect. The Architect's Reimbursable Expenses shall include the following: Automobile mileage to, and from, Eagle from RJA + consultant offices Automobile mileage to. and from. Eagle from the Denver International Airport (DIA) Airfare to, and from, Denver for MillerJHuIl and Latta Technical Services Airfare to, and from, Seattle for RJA and consultants, if any ~ Attachment A Page 70f7 Last Revision 03.31.08 Automobile mileage to, and from, the Denver International Airport (DIA) Parking at the Denver International Airport (DIA) Lodging and Meals in Denver Lodging and Meals in Denver apply only to the Associate Architect - The Miller Hull Partnership, of Seattle; and to the Security Electronics Consultant - Latta Technical Services of Dallas Lodging and Meals in Eagle Document Reproduction for all 8 Y. x II, 8 Y. x 14, and II x 17 documents Drawing Reproduction Long-distance Telephone Overnight Delivery (i.e. FedEx, UPS) Metro-Denver Courier Included within this estimate is the printing of 25 sets of the Guaranteed Maximum Price documents, 25 sets of the Construction Documents for each Bid Package for the CM/GC (FCI), 5 sets of the Construction Documents for each Bid Package for the County, 3 sets of Construction Documents for each Bid Package for the Town of Eagle for the Building Permit Application, plus sets for RJA and its consultants. The Architect's Reimbursable Expenses shall be billed to the County without "mark-up", so long as the County does not require receipts for expenses. If receipts are required, Reimbursable Expenses shall be billed with a ten (10) percent "mark-up" by the Architect. 37. Compensation adjustments for a Change in Services (Additional Services) shall be either a stipulated sum, or hourly. For those Changes in Services to be compensated on an hourly basis, the 2008 Hourly Billing Rates for the Architect and his consultants is provided in the Architect's Proposal of January 16, 2008, and such rates shall remain constant through end of year 20 I O. 38. For a Change in Services (Additional Services) ofthe Architect's consultants, compensation shall be computed as a multiple of One and one-tenth (1.10) times the amounts billed to the Architect for such services. 39. Payments are due and payable thirty (30) days from the date of the Architect's invoice. Amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate of three-fourths of one percent per month, compounded monthly, beginning sixty (60) days after the date of the Architect's invoice until payment is received by the Architect. 40. If services covered by this Agreement have not been completed by December 30, 20 I 0, through no fault of the Architect, extension of the Architect's services beyond that date shall be considered an Additional Service and shall require an equitable increase in compensation. 41. It is intended by the parties to this Agreement that the Architect's services in connection wit the Project shall not subject the Architect's individual employees, officers or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the County agrees that as the County's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the Architect, a Colorado corporation, and not against any of the Architect's individual employees, officers or directors. END vcs Agmt Attach A. 03.18.08 Attachment B Architect's Work Outline Page 1 of7 Last Revised 03.31.08 The Architect's services through the design and construction phases of the Project are as follows, and as further defined in Attachment A to this Agreement. Throughout Attachments A and B, the terms "Owner" and "County" are used interchangeably and mean the same thing. Schematic Design In general, the Architect's Schematic Design documents shall describe the Conceptual Design of the Project illustrating the scale and relationship of its various parts. More specifically, the Architect's Schematic Design services shall include the following. . Review of all data furnished by the Owner including previous concept designs, the Project Budget, site survey, and other special requirements . Analysis of comparative systems with engineers and other consultants. Selection of systems to be used in the Project. Detennination of various systems space and location requirements . Investigating means for incorporating "green"/sustainable building attributes into the design of the Project. and writing of a Report summarizing such investigation . Advising the Owner regarding the need for additional geotechnical investigations and topographic surveying . Obtaining lists of special building equipment and fixtures required by the Owner that may affect design, and distribution of such lists to appropriate consultants. . Review of architectural schematic diagrams with consultants. Conducting of consultant coordination meetings regarding the integration of the various systems into the new and remodeled portions of the Project. . Preparation of a preliminary Building Code Analysis . Review of the Project with the Town of Eagle, and the local Fire Department including: Building Code issues Minor/Major Development Permit submittal requirements Possible issuance by the Town of "phased" Building Permits Tap and Development Fees Temporary Exiting during Construction Emergency Vehicle (including fire fighting) Access during, and after, construction . Preparation of Schematic Design drawings to include: Architectural Site Plan Architectural Floor Plans Architectural Building Elevations Architectural Building Sections Enlarged architectural Courtroom plans with casework and furniture layout Courtroom Interior Wall Elevations Preliminary Civil Engineering site grading and utility plans Preliminary Structural foundation and framing plans Preliminary Mechanical Plans with major equipment and m1Yor "trunk" duct layouts Preliminary Electrical Plans locating all major switch gear and branch panels . Preparation of two Cost Models for Security Electronics systems in the Detention Center per Attachment A. . Worksession(s) with the District Court staff to define the audio and video evidence display technology to be planned for the 2 new District Court courtrooms followed by a written narrative . Preliminary selection of exterior materials . Provide a reasonable number of design concepts, and renderings (two-dimensional) and conceptual cost estimates, of the Justice Center Building's exterior elevations illustrating new construction, and "enhancements" to the existing construction, to meet with the County's approval . Preparation of a Schematic Design construction cost estimate with the assistance of the Architect's cost consultant - Preconstruction Services, Inc. . Review, and comment on, the Schematic Design construction cost estimate prepared by FCI Constructors . Preparation of a Total Project Cost Model . ~ Soh""",", ""';gn dmwm.. ond tho Areh;""'-, Total Pn,jod Coot Model to the County Attachment B Architect's Work Outline Page 2 of7 Last Revised 03.31.08 . The Architect can provide Additional Services for comparison of a ground source heat pump (geothermal) versus DX cooling (or heating + cooling?) for the Justice Center Building for a Stipulated Sum of $9,000, and an increase in any previously discussed schedule for the completion of Schematic Design. This assumes the County retains a separate consultant such as Major Geothermal of Wheat Ridge, Colorado to provide design information for the geothermal field. The Architect will create a simplistic Energy Model of the Justice Center Building to provide estimates of energy usage to the County's geothermal consultant. Pricing for the various mechanical (HV AC) systems options are to be provided by the Contractor (FCI) and given to the Architect for his use in the preparation of the return-on-investment (ROI) calculations to be given the County. The compensation stated above is for the Architect's comparison study only, and ifthe County elects to incorporate any ground source heat pumps (geothermal) into the Project, then additional design services will be required and the Architect will submit a Proposal to the County for Additional Services. . The Architect can provide Additional Services for analyses of a limited Photovoltaic system, and a Solar Hot Water system for the Justice Center Building for the Stipulated Sums of $4,000 and $6,000 respectively, and an increase in any previously discussed schedule for the completion of Schematic Design. These analyses will identify the design basis for the systems, and estimated energy cost savings. Pricing for the various systems options are to be provided by the Contractor (FCI) and given to the Architect for his use in the preparation of the return-on-investment (ROT) calculations to be given the County. The compensation stated above is for the Architect's analyses only, and if the County elects to incorporate any photovoltaic or solar hot water systems into the Project, then additional design services will be required and the Architect will submit a Proposal to the County for Additional Services. Design Development In general, the Architect's Design Development documents illustrate continued development of the Schematic Design with any adjustments made in the budget for construction or other Project costs. The Architect's Design Development services shall include the following. . Preparation of architectural, civil engineering, and landscape architecture documents required by the Town of Eagle for the submittal of the County's application to the Town for a Minor or Major Development Permit . Attendance at the initial Town of Eagle Planning Commission hearing regarding the Owner's application for a Minor or Major Development permit . Submittal of a Proposal to the Owner for the continued services required of the Civil Engineer subsequent to the Town's review of the Minor or Major Development Permit application; and of Additional Services that may be required of the Architect and any other Consultants to the Architect resulting from the Town's action on the Development permit application. . Preparation of more detailed drawings of the Project including: Enlarged architectural floor plans of Courtrooms; Restrooms; Detention Control Rooms; Kitchen; Elevator; Elevator Equipment; and other special Equipment Rooms, if any Architectural Reflected Ceiling Plans locating lighting and HV AC diffusers/grilles Architectural Wall Sections and select details Architectural Roof Plans and select details Courtroom and Public Lobby and "Main Street" interior elevations Door and Door Frame Schedules Architectural Finish Schedules Select Architectural Millwork details Mechanical and Electrical Room plans HV AC Equipment Schedules, and "trunk" and "branch" ductwork layouts Plumbing Plans Electrical One-Line Diagram(s) Iif(f Attachment B Ai'chitect's Work Outline Page 3 of7 Last Revised 03.31.08 . Presentation of the Architect's selection of major interior materials for the 2 new District Court courtrooms, new Public Entry, and existing and extended "Main Street" corridor, to the Owner . Preparation ofa Design Development construction cost estimate with the assistance of the Architect's cost consultant - Preconstruction Services, Inc. . Review, and comment on, the Design Development construction cost estimate prepared by FCI Constructors . Preparation of a Design Development Total Project Cost Model . Presentation of the Design Development drawings and the Architect's Total Project Cost Model to the County . Preparation of a preliminary Schedule for issuance of the Guaranteed Maximum Price package, and subsequent Bid Packages Construction Documents In general, the Construction Documents shall define the requirements for the construction of the Project, and shall include the Architect's and his Consultants' drawings and specifications establishing, in detail, the quality of materials and systems required for the Project. At a point of approximately 30% completion of the Construction Documents, the Architect shall prepare a Guaranteed Maximum Price (GMP) package of drawings and specifications that will be used by FCI Constructors to establish their Guaranteed Maximum Price for construction. This GMP package may include Bid Package 1 that may contain: earthwork, underground utilities, and foundations. Subsequent Bid Packages will be prepared with the content and schedule for each to be mutually agreed to by the Owner, Architect, and Contractor (FCI). Total number of Bid Packages is expected to be three or four. The Architect's Construction Documents services shall include the following: . Preparation of drawings and specifications for architectural, structural, mechanical, electrical, courtroom technology, and landscape requirements for the Project. (Security Electronics, and Civil Engineering are not included in the Basic Services of this Project - see Attachment A.) . Preparation of Security Electronics drawings and specifications for door controls, CCTV, intercom, and paging (if any) shall be provided, as an Additional Service, requiring an increase in the Architect's compensation as described in Attachment A. . Preparation of Civil Engineering drawings and specifications for grading, paving, and underground utilities, shall be provided as an Additional Service as described in Attachment A. . Preparation of a Guaranteed Maximum Price package, as defined in Attachment A, that will likely include Bid Package I, followed by the preparation of all subsequent Bid Packages. . Preparation of a GMP construction cost estimate with the assistance of the Architect's cost consultant - Preconstruction Services, Inc. . Preparation of a GMP Total Project Cost Model . Presentation of the GMP drawings and the Architect's Total Project Cost Model to the County . Preparation of an updated Schedule for issuance of the Bid Packages . Assisting the County with the submittal of the GMP drawings and specifications, and Bid Package I to the Town of Eagle for the first of multiple/phased Building Permits. IPY Attachment B Architect's Work Outline Page 4 of7 Last Revised 03.31.08 BiddinglNegotiation The Architect's services assume that FCI will be retained as the construction contractor and that the construction contract will be negotiated as a Guaranteed Maximum Price (GMP) based upon the Architect's GMP package of drawings and specifications. The Architect's services during BiddingINegotiation will include the following. . Printing and issuing the GMP drawings and specifications to FCI for their use in preparation of the GMP Proposal. . Preparation of responses to questions from FCI and their bidders, and issuance of clarifications or interpretations in the form of addenda . Review of requests, if any, for Substitutions, as they may be permitted by the Architect's specifications. . Participation in any Pre-bid Conferences to be held at the Project site. . Review and comment on the GMP Proposal the County will receive from FC!. Comments shall be made in the context of the GMP construction cost estimate prepared by the Architect. . Value Engineering, if any, to reduce the construction cost of the Project to bring it in line with the County's GMP construction budget. . Issuance of all Bid Packages subsequent to Bid Package 1. Construction Administration The Architect's responsibility to provide Construction Administration services under this Agreement begins with the County's acceptance of a GMP from the Contractor (FCI), and the start of construction, and terminates at the Architect's issuance to the Owner of his review of the Contractor's final Certificate for Payment. However, the Architect shall be deemed to be providing Additional Services, requiring an increase in compensation, when Construction Administration services extend sixty (60) days after the date of Substantial Completion of the ( construction) Work. The Architect shall be a representative of, and shall advise and consult, the Owner during Contract Administration services. The Architect shall have the authority to act on behalf of the Owner only to the extent defined in this Agreement, unless otherwise modified by written agreement. Duties, responsibilities and limitations of authority of the Architect as dermed herein for Construction Administration, shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Construction Documents. If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce, and distribute supplemental Drawings and Specifications in response to request for information by the Contractor. -/PY Attachment B Architect's Work Outline Page 5 of7 Last Revised 03.31.08 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the state of the Contractor' s Work. The number of such visits is defined per design discipline in Attachment A. The purpose of such visits shall be (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work when fully completed, will be in accordance with the Construction Documents. The Architect shall not be required to make exhaustive or continuous on-site observations to check the quality or quantity of the Work. The Architect shall neither have control over, or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities. The Architect shall report to the Owner known deviations from the Construction Documents and from the most recent Construction Schedule submitted by the Contractor, however, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Construction Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over, or charge of, and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the (construction) Work. The Architect shall at all times have access to the construction site. The Architect shall review the reports prepared by the Owner's consultant to provide Materials Testing during Construction, and he shall be allowed to rely upon the accuracy of such reports. Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner's designated Project Manager may communicate with the Contractor. The Owner's Project Manager shall timely inform the Architect about the Project Manager's communications with the Contractor. Communications by, and with, the Architect's consultants shall be through the Architect. The Architect shall have authority to reject Work that does not conform to the Construction Documents. Whenever the Architect considers such rejection necessary, he will have the authority to require inspection or testing of the Work, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipments suppliers, their agents or employees or other persons or entities performing portions of the (construction) Work. The Owner's designated Project Manager shall be immediately informed of the Architect's rejections in non-conforming Work and he may approve such non-conforming Work if it is deemed not to be inconsistent with Building Code requirements, or professional architectural and engineering standards, and results in an acceptable reduction in the Cost ofthe Work. The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation ofthe Work and on the data contained in the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Construction Documents. The foregoing representations are subject (1) to an evaluation of the Work for f!/!lY NEW 4 ..... =- .... -- ... w===n ..... ......... "".. i I I [ L______ NEW 4 /'/'.. /? ~1/!--:rxY~L lNIER8TATE'm ----------7 I / I / I ( ~ -----~,~~