HomeMy WebLinkAboutC08-269AGREEMENT BETWEEN EAGLE COUNTY
AND
FLATIRONS, INC.
This Consulting Agreement ("Agreement") dated as of this i day o 008, is
between the County of Eagle, State of Colorado, a body corporate and politic, by and through its
Board of County Commissioners ("County"), and Flatirons, Inc., a surveying, engineering and
geomatics firm with a principal place of business in Boulder, Colorado, with a mailing address of
3825 Iris Avenue, Boulder, CO 80301 ("Consultant"). Collectively County and Consultant may
be referred to as "parties."
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 services
such as boundary surveys; topographic surveys; ALTA surveys; construction staking; as-built
surveys; and may include any other type surveys that the county may need help with. 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 _, 2008, and, subject to the provisions of
Section 2.2 hereof, shall continue in full force and effect for a period of 12 (twelve months),
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 and as required by law.
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 "A" at § C page 5. 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 the County.
4.4 Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Consultant in
respect of any period after December 31St of the calendar year of the Term of this Agreement,
without an appropriation therefore by County in accordance with a budget adopted by the Board
of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised
Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et. seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
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 or 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 regard 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 prepared 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 standard of care, 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) Kelly Miller, PLS
Eagle County Engineering Department, Project Manager
500 Broadway
P.O. Box 850
Eagle, CO 81631
(970) 328-3566 (p)
(970) 328-8789(f)
(b) Edgar T. Bristow, PLS
President, Flatirons, Inc.
3825 Iris Avenue, Ste 100
Boulder, CO 80301
(303) 443-7001
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, 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 by House Bi111343: 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.com\employerregistration
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 contracts 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
matter. 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 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
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
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 ComDmissioners
By: ~~ ~ /~ `tc.~
Peter F. Runyon, Chairman /~i~ ~.~
Clerk to the Board of County
FLATIRONS, INC.
By:
Edgar T. stow, President & General Counsel
STATE OF (~G'~~~~ )
ss.
COUNTY OF ~G ~~~~ )
The fore oing instrument was acknowledged before me by ~~11 ~ T ~157~tI ,this 2~ day
of ~GtS~ , 2008.
My commission expires: /,~~,~f ~~6
~ ~I.LAU~
Notary ubli ~j
v~ NOTARY
y~ PUBLIC ¢Q~
My Commisslot- Expires
May 24th, 2010
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Exhibit "A"
Table of Contents
I. Evaluation Criteria
A. General Approach to Services ................................................... 2
B. Experience ............................... .............................. 3
1. Resumes of key Flatirons Surveying staff
2. Experience in public and private surveys
C. Schedule and Budget Constraints ................................................ 4
1. Fee Schedule for on-call Eagle County projects
2. Estimates for Large and Small Project
D. Practices and Procedures ......................................................... 6
E. Familiarity with Eagle County ................................................... 7
F. Legal Issues ........................................................................ 8
II. Additional Information -Appendix
A. Sample Certificate of Liability Insurance coverage .......................... 9
B. Indexes of Flatirons, Inc. employee manuals ................................ 10
C. Flatirons Ca abilit Statement ................................
p Y ................ 15
D. Resumes ..................................... ...................... 16
...............
1
G
A. General Auproach to Services
At Flatirons, Inc. service is our highest priority.
Flatirons proposes the appointment of Senior Project Manager Chad McFadden as
the single point of contact for Eagle County's on-call projects. Having a single point of
contact assures a clear and effective line of communication at all times. Chad will work
directly with Kelly Miller, PLS as his counterpart at Eagle County. They, along with all
stakeholders for a given project, will develop an accurate scope of work for that project.
This critical phase of "Mission Planning" will itemize the specific tasks of the project that
will satisfy the needs of the county staff. Not only does this help to determine the desired
outcome of a project and its deliverables, it also determines the methods, technology and
personnel that will be needed. It is our intent to work with the county in a team
environment to arrive at those decisions. Our surveyors, drafters, GIS technicians and
project managers will work as an extension of the county staff. This assures the county
that their expectations for a project are clearly defined before the project starts and thus
can be clearly met and exceeded by Flatirons, Inc.
Once mission planning is complete, the next phase of assigning a work schedule
can begin. The timetable for a project can be critical and is subject to many variables.
Deadlines can be affected by other projects, funding issues, seasonal changes, weather,
etc. Flatirons will work with Eagle County to ensure that these factors are accounted for
correctly and a work schedule is prepared that meets county goals. Flatirons, Inc. has the
resources available to ensure that the demands of any realistic timeframe can be met.
Upon approval of scope of work and schedule, an accurate cost estimate will be
prepared and submitted by Flatirons to the county for the project. Flatirons prides itself
on providing maximum value to its clients. We will work with the county to utilize the
best options and technology available.
After notice to proceed is given, Flatirons will begin work. We will coordinate the
various phases of a project to complete the work as defined by the scope. This includes
field surveying, drafting, quality control, quality assurance, and legal review.
Once the work is completed, Flatirons will deliver a draft submittal of
deliverables for approval. We will work closely with the appropriate people at the county,
including Kelly Miller, who will provide feedback on the deliverables so that they
comply with all of the requirements of the project. With the county's approval, Flatirons
will prepare a final deliverable for the project. This effectively closes out that project for
the county.
It is our intent to treat each project or task under this contract as a separate
project. The will be numbered and named as such. They can then be tracked effectively at
all phases. This includes contracting, the scope of work, planning, work itself,
deliverable, closeout and invoicing. Flatirons has used this method effectively for the
general surveying services contracts of many other municipal and federal clients.
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B. Experience
With over 25 years experience surveying in Colorado, Flatirons, Inc. has
completed more than 54,000 jobs. These range from traditional cadastral surveying and
construction layout to sensitive environmental projects. One of our largest public projects
was the Rocky Flats cleanup and later a boundary survey there to establish a national
wildlife refuge. We have worked with the City of Wheat Ridge to create a municipal GIS
system that included a survey of city rights of way.
Flatirons, Inc. also has a long history of experience throughout the Colorado
mountains and the western slope. We have recently completed surveys for both Summit
and Eagle Counties, having successfully completed surveys of County Roads 805 and
869 in Summit and Calibrated Highway 6 near Wolcott for GPS work in Eagle.
Flatirons, Inc. just completed a construction project near Fairplay to build the Tingle
Dam. In addition we have provided survey support near Colbran for oil & gas clients.
In addition, Flatirons is the current on-call survey firm for the City of Thornton,
the City of Wheat Ridge, Boulder County Open Space, the City of Longmont and the
State of Colorado. Each of these governmental entities has its own set of regulations and
requirements. We take pride in being responsive to those individual needs.
1. Resumes -see appendix.
2. Experience in surveying of both public and private surveys:
Regional Projects:
Eagle County, Engineering Department
Hwy US 6
GPS Site Calibrations
Kelly Miller, (970) 328-3560
Paramount Custom Homes
Cordillera subdivision, Eagle
Surveying services
Daryl Llewellyn, (303) 906-3634
Thomas Law Firm, PC
Expert Witness services
Gypsum Creek Ranch project
William Argeros Esq., (970) 923-4800
Summit County, Engineering Department
County Roads 805 and 869, Quandary Subdivision
Land Survey Plat
Rick Pocius, (970) 668-4210
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Johnson &Repucci, LLP
Tracer Creek Condominiums, Avon, CO
Surveying services
Michael J. Repucci, (303) 442-1900
Examples of very large, complex projects managed by Flatirons Surveying:
Anthem DevelopmentlPulte
$2.3 million survey budget for a Broomfield mixed use development.
Dan Galasso, (720) 341-3108
Rocky Flats Environmental Technology Site, for URS
$2.1 million survey budget for this remediation/reclamation project.
Mary Bowles, (303) 740-3932
Flatirons Surveying also has past experience working in difficult, mountainous
environments in Eagle and Summit Counties, including site surveys for Chairlift 11 and
the Mountain Patrol Headquarters on Vail Mountain, and site surveys for cellular tower
clients such as US West Wireless, Sprint PCS, and VoiceStream Wireless.
C. Schedule and Budget Constraints
1. Provide a detailed fee schedule for services. See next page.
Because of its proximity to Eagle County, Flatirons can quickly mobilize crews to
work there. This ensures a timely response. Flatirons regularly mobilizes crews to
mountain destinations such as Eagle County, Summit county, Fairplay and Copper
Mountain on a daily basis as needed. We mobilize daily from our office and return,
saving our clients the cost of paying a per diem for crews to stay there and work. We can
assure Eagle County that this will be effective for both work quality and cost savings.
In order to increase our competitiveness in this selection process and to maximize
the overall value to Eagle County, Flatirons is offering the following discounts:
• A reduction in our hourly rate for robotic or RTK and GPS Crew Chiefs from
$100 to $90/hour, and for two-man robotic or RTK and GPS crews from $135 to
$120/hour;
• A waiver of our usual travel expenses and markups;
• Charging HALF of the standard GSA rate for mileage, in effect Flatirons will pay
for one-way travel to Eagle County as needed. Like everyone else, Flatirons will
do everything possible to minimize travel to save on gasoline and other related
expenses.
also the responsibility of every licensed surveyor and project manager at Flatirons to
ensure that the personnel under their direct charge are correctly following the practices
and procedures set forth by the company.
From drafting and calculations in the office to observations and calculations in the
field, Flatirons uses a system of checks and balances to ensure that work is reviewed by
multiple individuals before it is presented to a client. This may mean independent review
of a survey party chief s field work by a project manager or a separate analysis of a
boundary solution by one of our six licensed surveyors to check the work of their peer.
Project managers review field notes and work on any project as part of their QC
responsibilities. We further refine these controls by the use of committees such as a
Drafting Standards Committee, lead by Company President Ed Bristow, PLS, JD. Ed
ensures that all state statutes and federal regulations are adhered to and that any product
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pro
uce
y Flatirons, Inc. is in compliance. The Field Methods Committee, headed by
Devin Kowbuz, ensures that proper practices are carried out by field crews. This means
following the methods laid out by Colorado Department of Transportation (CDOT),
B
ureau of Land Management (BLM), and the National Geodetic Survey (NGS). Any
given project may require adherence to the principles and practices set forth by these
agencies in their respective manuals. Indeed, Eagle County may have its own practices
and procedures that it requires of its clients. Devin Kowbuz and the Field Methods
Committee at Flatirons will ensure that all field crews adhere to the standards set forth by
Eagle County, as they do for all other Flatirons projects.
In addition, Flatirons has a Health and Safety Manual prepared as part of our
standard practices and procedures. We take safety seriously. It matters to both
management and clients but most of all to the em
lo
d
i
th
k
p
yees
o
ng
e wor
. Many of our
crews are OSHA certified for 40 HAZWOPER. Some have federal safety training for
radiological controls and are respirator trained. In addition we can prepare specific Job
Safety Analysis (JSA) for a project at the client's request.
During mission planning, as described in Section A, we determine the applicable
procedures for QA such as following CDOT procedures for surveying with Global
Positioning Systems (GPS) and then assign responsibilities for QC, such as field work
review by the Project Manager (PM) and the licensed surveyor assigned as Project
Director (PD). It is standard practice at Flatirons to assign both a PM and PD for every
project. For Eagle County, Flatirons would assign Senior Project Manager Chad
McFadden as the PM and Company President Ed Bristow, PLS, JD as the PD. Ed and
Chad have teamed together on multiple on-call government projects and will ensure that
all practices and procedures that apply to Eagle County are followed.
Support Documentation -The indexes for Flatirons, Inc. Surveying &
Engineering Manual, Survey Drafting Manual and the Health & Safety Manual are
included in the Appendix of this RFQ.
E. Familiarity with Eagle County
As you saw in our reference list in Section B.2., the professional familiarity with
Eagle County is extensive. Survey Party Chief Dave Wilson recently completed a GPS
I1
Calibration along Highway 6 near Wolcott for Eagle County, working directly with Kelly
Miller, PLS. It is intended that Dave would be the primary field person for this on-call
contract. Dave has been with Flatirons for over 6 years. He has been chosen for his
technical expertise (Trimble Certified), his thoroughness, and his particular experience in
the mountain environment. Dave performs the majority of mountain surveys at Flatirons
and has chosen to make this unique environment his specialty in the survey world. From
old mining claims to section corner rehabilitation by BLM rules, Dave applies the tools
of his trade in the mountains.
John (J.B.) Guyton, who is also the current President of the Professional Land
Surveyors of Colorado (PLSC, Inc.) has worked extensively with Dan Corcoran, Eagle
County Surveyor and member of the Colorado Department of Regulatory Affairs
(DORA) on matters regarding standards of care. Dan's phone number is (970) 328-3560,
and is very familiar with work Flatirons has done in Eagle County over the years.
Many of our employees, including the individuals chosen for this project,
regularly enjoy the recreational opportunities in Eagle County. 'This is important because
it makes us familiar with the back roads, ravers and forests within the county, and allows
us to observe firsthand the changing conditions and the ongoing projects in the county.
Dave Wilson is a "river rat" and regularly floats the Colorado in the north part of the
county. J.B. Guyton, Flatirons' Chief Executive Officer, is an avid skier. When not
tackling the slopes at Vail, he pursues many of the Eagle County backcountry
destinations. Chad McFadden is an avid fly fisher and bowhunter. He fishes the Eagle
River and bowhunts elk near Castle Peak by Wolcott. We know Eagle County.
F. Le alI
sues
Flatirons, Inc. has a pending claim, alleging negligence in inspection of a residential
foundation by a former employee; Flatirons is contesting the allegation. We have also
recently been named as a 3rd party defendant, along with every other subcontractor on a
construction project, for alleged construction staking in an area of the site where Flatirons
did not, in fact, perform construction staking. If more detail on these complex cases is
needed, please contact Ed Bristow, Esq., Flatirons' President and General Counsel.
There are no tax liens, or current or potential claims against officers of Flatirons
Surveying, Inc.
