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HomeMy WebLinkAboutC09-423 Inter-Mountain Engineering Ltd.AGREEMENT FOR PROFESSIONAL SERVICES FOR ENGINEERING AND SURVEYING OF THE EDWARDS TO WOLCOTT TRAIL PROJECT This Agree, e t is for Engineering and Design Services for the Edwards to Wolcott Trail project dated as of ~~ ~ , 2009 between Eagle County, a political subdivision of the state of Colorado ("County") and Inter-Mountain Engineering Ltd., a limited liability company with a business office at 40801 U.S. Highway 6, Suite, 203, Avon, CO, 81620 ("Consultant"). The parties agree as follows: Article I. Scope of the Work: Section 1.01 The Work described in this Agreement shall be as set forth in the attached Scope of Work labeled "Exhibit A" and will include a topographic survey of 1.6 miles of project area, base mapping, the completion of 30% design documents suitable for CDOT review, geotechnical management and railroad crossing PUC exhibits. The project area is located between Edwards and Wolcott on the north side of Highway 6, specifically from the Interstate 70 Bridge over Highway 6 west to the entrance to the Eagle Springs Golf Course in Wolcott and the work described herein will represent Phase II of a three phase design and construction project. Article II. Consultant's Performance: Section 2.01 Consultant shall be responsible for the completeness and accuracy of the Work, supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Consultant's Work shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Work in a skillful, professional, and competent manner and in accordance with the standards of care, skill, and diligence applicable to engineers, as the case may be with respect to similar work. The Consultant shall complete all work in compliance with Chapter 4 Trail Design Standards of the Eagle Valley Regional Trails Plan, AASHTO Guide for the Development of Bicycle Facilities, the Colorado Department of Transportation specifications and design criteria, ADA specifications, the Eagle County Land Use Regulations and Manual of Uniform Traffic Control Devices and all other professional standards of work for the Scope of Work described herein and in "Exhibit A" attached. Article III. Time and Performance and Termination: Section 3.01 Consultant shall commence the Work within ten (10) business days after the date of this Agreement. The Work shall be completed as by January 31, 2010, unless approved by a change order to this Agreement. Article IV. Compensation and Payment: Section 4.01 In consideration of its performance of the scope of work, Consultant shall be paid monthly based on the percent of completion of each Task as described in Exhibit "A" and will be paid for direct expenses for other services as described in Exhibit "B" and at cost for other reimbursable expenses, as described by subparagraph c of this section. The total not to exceed fee is $34,615.00. Payment shall be made in accordance with the following: ,D ~f- ~~~ a. Consultant shall submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month, and described by task performed. b. The professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Consultant together with submission of any required clarification and documentation. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out-of-pocket expenses incurred by Consultant in connection with the Work, including the reasonable expenses incurred for travel to and from Consultant's regular place of business. Reimbursable costs will include report printing, map production, photo-reproduction and no other costs. Reimbursable costs will be limited to $1,200.00 per Exhibit "A". d. Hourly rates shall be as provided in Consultant's Standard Wage Rates as set forth in "Exhibit B" and incorporated herein by this reference. Fractional hours will be billed at the nearest one-quarter hour. e. The parties hereto recognize that the scope of the Work may change. When Consultant believes that the scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed Work, Consultant shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Consultant shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. Consultant shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. g. Additional services, if required beyond the scope of work, shall be separately negotiated and agreed to by both the County and Consultant prior to the Consultant performing the additional service. Article V. Project Management: Section 5. O1 Robert Yost, P.E. shall be designated as Consultant's Project Manager. Ellie Caryl, ECO Trails Program Manager, Eagle County Government, shall be County's manager responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. Article VI. Independent Consultant: Section 6. O1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Consultant shall be, and shall perform as, an independent Consultant. No agent, employee, or servant of Consultant shall be, or shall be deemed to be, the employee, agent or servant of County. Consultant shall be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, servants and sub-Consultants during the performance of this Agreement. Article VII. Personnel: Section 7.01 Consultant understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Robert Yost, P.E.. This Agreement is conditioned upon the continuing direct personal involvement of Robert Yost, P.E. County understands that other employees of Consultant will be working on portions of the Work; however, these employees shall be under the direct supervision of Robert Yost, P.E. and in the event he is unable to remain involved in the Work, Consultant shall immediately notify County and County shall have the option to terminate this Agreement. Article VIII. Ownership of Documents: Section 8.01 All documents which are obtained during or prepared in the performance of the Work are copyrighted and shall remain the property of the County, shall be so designated on the face of the document, and are to be delivered to County's project manager in a usable format before final payment is made to Consultant or upon earlier termination of this Agreement. The County agrees not to reuse the documents or any portion thereof for construction at other locations without the expressed written consent of the Consultant. The County further understands that use of similar details for similar work in the future by the Consultant shall not be deemed a violation of the County's copyright. Article IX. Insurance: Section 9.01 To assure to County that the Consultant is always capable of fulfilling potential liability obligations, the Consultant is required to purchase and maintain insurance of the kind, and in the minimum amount specified below. However, the insurance requirements below shall not be deemed to limit or define the obligations of the Consultant. Consultant is responsible for payment of any deductibles. County reserves the right to request a certified copy of the policy(ies) for review in addition to the standard Certification of Insurance. The Consultant shall, prior to commencing work under this Agreement, obtain the following minimum insurance. 1. Workers' Compensation and Employer's Liability Insurance: If services are performed within the State of Colorado, the Consultant shall carry Workers' Compensation and employer's liability insurance to cover liability under the laws of the State of Colorado in connection with work performed pursuant to this Agreement. 2. Automobile Insurance: If motor vehicles are required in the performance of services by the Consultant under this Agreement, the Consultant shall carry automobile liability to include owned, non-owned and hired vehicles, and limits of liability no less than $1,000,000.00 per occurrence. County, its elected officials, administrators and employees shall be added to the policy as additional insured with a waiver of subrogation on their behalf. 3. Commercial General Liability Insurance: The Consultant shall carry commercial general liability insurance which shall include blanket contractual liability, with coverage no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Defense costs coverage for additional insured must be included and outside the limits of insurance. County, its elected officials, administrators and employees shall be additional insured as respects this Agreement, with a waiver of subrogation in favor of such additional insureds. 4. Professional Liability Insurance: Professional liability insurance at limits of no less than $1,000,000. The Consultant shall provide errors and omissions coverage of no less than $1,000,000 per claim and annual aggregate. 5. Subcontractor: The Consultant shall furnish separate certificates for each Subcontractor. 6. Certificates of Insurance: Certificates of insurance or equivalent evidencing the above and identified on their face as to the contract name and date of execution, shall be submitted to County within fifteen (15) days after signing the Agreement. Article X. Confidentiality: Section 10.01 Consultant acknowledges that it may receive confidential information from County for use in connection with its performance of the Work. Consultant further acknowledges that it may in the performance of the Work develop information, including facts, data, and opinions, which are, or in County's judgment should be, confidential or limited in terms of dissemination. Consultant shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the Work. All facts, data, and opinions developed by Consultant in the course of its performance of the Work shall be deemed to belong to County and no such facts, data, or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the Work, Consultant shall return to County all material it supplied to Consultant in connection with the performance of the Work. Article XI. No Assignment: Section 11.01 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 personal services and reputation of Inter-Mountain Engineering, Ltd. Therefore, Consultant may not assign its interest in the Agreement, 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. Article XII. Conflicts of Interest: Section 12.01 Neither Consultant nor its Subcontractors, nor any of their respective principals, officers, employees, or agents shall, at any time during the term of this Agreement and continuing through three (3) months following completion of the Work, perform consulting work which would constitute a conflict of interest, including but not limited to work on behalf of persons owning property within the area which is the subject of the Work. By acceptance of this Agreement, Consultant represents and warrants that any and all of its professional representations and associations, and those of its Subcontractors and of their respective principals, officers, employees and agents, direct or indirect, which would conflict in any manner or degree with the professional and impartial performance of services required under this Agreement, have been terminated. Article XIII. Notices: Section 13.01 Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together with a "hard copy" by United States mail, or first class mail, to the appropriate party at the following addresses: Consultant: Robert Yost, P.E. Inter-Mountain Engineering PO Box 978, Avon, CO 81620 County: Ellie Caryl, Program Manager ECO Trails Department, Eagle County P.O. Box 1070, Gypsum, CO 81637 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day if not), or three calendar days after deposit in the mails, as applicable. Article XIV. Miscellaneous: Section 14.01 Consultant shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility. Consultant shall require all sub-Consultants to agree to the provisions of this subparagraph. Section 14.02 The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Work except by a written document of equal formality executed by both parties hereto. Section 14.03 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5`~ Judicial District for the State of Colorado. Section 14.04 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. Section 14.05 Budget /Appropriation: Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Consultant in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. $29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). Section 14.06 Provision Mandated by House Bill 1343: Prohibitions on Public Contract for Services If Contractor/Consultant has any employees or subcontractors, Contractor/Consultant shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor/Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor/Consultant will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Contractor/Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor/Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor/Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http://www.dhs. ov/xprevprot/pro rams/gc_1185221678150.shtm C. The Contractor/Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. D. If the Contractor/Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor/Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor/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 Contractor/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. 6 E. The Contractor/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 established in C.R.S. § 8-17.5-102(5). F. If a Contractor/Consultant violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor/Consultant shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if Contractor/Consultant violates this provision of this Contract and the County terminates the Contract for such breach. Section 14.07 Sole Source Government Contracts. If the Contractor has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution which including this contract in the aggregate on an annual basis are equal to or exceed the amount of $100,000, then the following provisions apply: A. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself, any person who controls ten percent or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the Contractor Holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. B. The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source government contract relating to that particular ballot issue. C. The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. D. The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII of the Colorado Constitution. E. These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. F. All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution. 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 ATTEST: Clerk to the Boar of County Commissioners r `~~~ ~ ~ ~ x~ Sara J. Fisher, CONSULTANT: Inter-Mountain Engineering, Ltd. y: - Title: ~ ~ ~ r ~" ~~ ~ , ~ . _ . . -..,~ Elizabeth Spclnel STATE OF COLORADO } NOTARY PUBLIC } ss: STATE OF COLORADO County of ~ 0 } The for oing was acknowledged before me this ~ day of ~ , 2009, by My commission expires: ~ Off' ~ Notary Public Seal GENERAL CONDITIONS 1. Consultant shall provide and pay for labor, materials, consumables, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the service. 2. Consultant shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Service, and the general and local conditions which can affect the Service or the cost thereof. Any failure by Consultant to do so will not relieve him from responsibility for successfully performing the Service without additional expense to the County. County assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 3. Before commencing activities, Consultant shall: (1) verify field conditions; (2) carefully compare this and other information known to Consultant with that of the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to County. 4. Consultant shall supervise and direct the Service, using Consultant's best skill and attention. Consultant shall be solely responsible for and have control over means, methods, techniques, sequences and procedures, and for coordinating all portions of the Service. 5. No charge shall be made by Consultant for hindrances or delays from any cause whatever during the progress of any portion of the Service, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of County. In any event, County may grant an extension an extension of time for the completion of the services to be performed, provided it is satisfied that delays or hindrances were due to causes outside of Consultant's control, e.g. weather, or to acts of omission by County, provided that such extensions of time shall in no instance exceed the time actually lost to Consultant by reason of such causes, and provided further that Consultant shall have given County immediate notice in writing of the cause of the detention or delay. 6. The performance of the Service may be terminated at any time in whole, or from time to time in part, by County for its convenience. Any such termination shall be effected by delivery to the Consultant of a written notice ("Notice of Termination") specifying the extent to which performance of the Service is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by County, Consultant shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as County may make, to assure the efficient, proper closeout of the terminated Service (including the protection of County's property). Among other things, Consultant shall, except as otherwise directed or approved by County: a) stop the Service on the date and to the extent specified in the Notice of Termination; b) place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Service as is not terminated; c) terminate all orders and subcontracts to the extent that they relate to the performance of Service terminated by the Notice of Termination; 9 d) assign to County, in the manner and to the extent directed by it, all of the right, title and interest of Consultant under the orders or subcontracts so terminated, in which case County shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e) with the approval of County, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and f) deliver to County, when and as directed, all documents and all property which, if the Service had been completed, Consultant would be required to account for or deliver to County, and transfer title to such property to County to the extent not already transferred. In the event of such termination, Consultant shall be compensated for the work satisfactorily performed up through the termination date. 10 "Exhibit A" Edwards to Wolcott Trail Project, Phase II SCOPE OF WORK September 24, 2009 DESCRIPTION OF SCOPE OF WORK PRODUCT AND FIELD LOCATION 10 foot wide asphalt paved trail with one foot compacted road base shoulders each side including retaining walls as needed, located on north side of Highway 6, from west side I-70 overpass to Eagle Springs Golf Club access road, Wolcott. En ineerin Tasks Fee TASK 1 $15,010.00 Topographic survey approximately 1.6 miles long from the BLM Fishing Assess on Hwy6 to the Eagle Springs Golf Club Driveway. IME surveyors will shoot topography of entire length from edge of paving on Hwy 6 to approximately 20 feet beyond the CDOT Right-of- W ay. The information gathered by the surveyors will be used to create a base map, which will be used for the basis of the trail design. The base map will include the accurate location of CDOT right-of-way, current property owners, edge of paving, driveways, signs, irrigation ditch, drainage swales, culverts, wetlands, soil borings, and all above and below ground utilities. The entire trail section will be within CDOT right-of-way, therefore all plan sheets will be created in CDOT 11x17 format, with standard title sheet, notes and quantities, representative of CDOT's expectations of 30%plans. Trail will be designed as a 10-ft wide asphalt surface with 1-ft. shoulders on each side, with a cross slope of 2.0% per ECO Trails Standards. TASK 2 $15,445.00 IME will prepare the following plan sheets to 30% detail, per CDOT specifications: 1. Plan and Profile with existing topography and proposed conceptual grading. IME will create a proposed trail alignment based on the conceptual alignment previously staked by ECO Trails staff. These sheets will also show conceptual drainage, and other pertinent site features, including retaining walls, will be shown and labeled. Plan sheets are expected to be create at 1:=30" scale. 2. Cross Sections: IME will create 10 cross sections at key areas along the proposed trail alignment. 3. IME will re are a sco a of work to take tans from 30% to 90% desi n level. TASK 3 $1,140.00 IME will develop a scope of work for geotechnical exploration and the preparation of a soils report, and coordinate with Ground Engineering to get a cost estimate for this work. IME will mana a the eotechnical contract with Ground En ineerin . TASK 4 $1,820.00 IME will make minor revisions to the previously submitted Railroad Feasibility Report exhibits to fit standard PUC format. This scope has included time and fees for 3 meeting with ECO Trails staff, CDOT, ro ert owners or other interested arties. Estimated Reimbursable Ex enses $1,200.00 TOTAL $34,615.00 Cal EE 1 Civil ~ngirreers ~i Sa.irveyors AGREEMENT EXHIBIT B PROFESSIONAL FEE SCHEDULE September 24, 2009 PROFESSIONAL STAFF: Principal Engineer $140.00/hr Project Manager $120.00/hr Senior Engineer $105.00/hr Project Engineer $95.00/hr Design Engineer $85.00/hr Field Engineer $75.00/hr Surveyor $105.00/hr Survey Crew without GPS $135.0.0lhr Survey Crew (2-man) with GPS $155.00/hr Survey Crew (1-man) with GPS $130.00/11r Senior Technician $85.00/hr Technician $75.00/hr Technical Typist $4U.UU/hr OTHER SERVICES: Computer Processing $65.00/hr P1lotocopies $0.15/each $lueprinting $3.50/sheet Outside Services Actual Cost +15°/, Mileage $0.50 per mile Overtime rates (1.5 times base hourly rate) will be charged for the following conditions: • Work scheduled by client after 6 p.m. weekdays • Work scheduled by client on weekends • Work scheduled by client in excess of 8 hours per day Overtime must be scheduled 24 hours in advance for weekdays and on Thursday for weekends. DENVER OFFICE 6551 S. Revere Pkwy., Suite 165 ~ Centennial, CO 80111 ~ Phone: 303.948.6220 ~ Fax: 303.946.6526 VAIL VALLEY OFFICE 40801 U.S. Highv/ay 6, Suite 203 ~ PO Box 978 ~ Avon, CO 81620 ~ Phone: 970.949.5072 ~ Fax: 970.949.9339