HomeMy WebLinkAboutC11-126 AMEC Earth & Environmental Inc.AGREEMENT BETWEEN
EAGLE COUNTY, COLORADO AND
AMEC EARTH & ENVIRONMENTAL, INC. FOR
SURVEY & DATA COLLECTION FOR
EAGLE COUNTY BRIDGE EAG -301-23.5 REPLACEMENT
THIS AG EMENT for Professional Services ("Agreement") is made and entered into effective
as of the 16V day of , 2011 by and between AMEC Earth & Environmental, Inc. a
Colorado corporation (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado a body
corporate and politic ("County").
RECITALS
WHEREAS, County desires to replace a bridge on the Colorado River Road at Mile Marker 23.5 in
the unincorporated area of Burns in Eagle County (hereinafter "Project"); and
WHEREAS, the Colorado Department of Transportation (hereinafter "CDOT") has selected this
Project as eligible for Federal funding through the Off -System Bridge Program (hereinafter "BRO")
administered by CDOT; and
WHEREAS, County entered into an Inter -Governmental Agreement with CDOT (Project Number
BRO C 440-006 (17445)) for BRO funding of the Project; and
WHEREAS, Consultant represents that it is a corporation authorized to do business in Colorado;
and
WHEREAS, County intends in the future to enter into a professional services agreement with
Consultant for the Project's design; and
WHEREAS, before Consultant can propose design options for the Project, certain survey and data
collection work must be completed; and
WHEREAS, County and Consultant desire to for Consultant to accomplish a portion of the
preliminary survey and data collection work prior to commencing the design services agreement in
order to gather the necessary data before the spring run-off of the Colorado River makes such survey
and data collection work impracticable; and
WHEREAS, Consultant has proposed to work with Marcin Engineering, LLC, for the survey and
data collection work that it deems necessary for its anticipated future design work; and
WHEREAS, Consultant and County intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the Services (as defined below) and related
terms and conditions to govern the relationship between Consultant and County in connection with
the Services.
Wn
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and
County agree as follows:
1) Services. Consultant agrees to furnish all services, labor, personnel and materials necessary to
perform and complete the services described in Exhibit A ("Services"). If no completion date is
specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious
manner consistent with the applicable professional standard of care. In the event of any conflict
or inconsistency between the terms and conditions set forth in Exhibit A and the terms and
conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall
prevail.
This Agreement shall commence on the date first written above and, subject to the provisions of
paragraph ten hereof, shall continue in full force and effect until the Services are satisfactorily
completed.
2) County shall compensate Consultant for the performance of the Services as set forth herein and
in Exhibit A ("Compensation"). The Compensation agreed to and set forth in Exhibit A shall be
paid by County in monthly progress payments equal to the percentage complete for each task
performed by Consultant and any out-of-pocket expenses are included in the fees estimated in
Exhibit A. All invoices shall include the percentage of completion by task with detail regarding
hours spent, tasks performed and who performed each task. An application for payment shall
cover a calendar month beginning on the 1St of the month and ending on the last day of the
month. An application for payment shall be submitted to County by Consultant by the 15th of
the month following the month in which the Services are rendered and shall be accompanied by
invoices or other documentation as may be required by County, and such other documentation as
may be required by the CDOT or other government agencies processing invoices for payment or
reimbursement to County, if any, and as may be required by County. Consultant payment shall
be paid within thirty days of receipt of an invoice provided that all of Consultant's complete
invoices and insurance certificates on file with County are current and all Services have been
satisfactorily performed. Original invoices with accompanying support documentation should be
forwarded to: Ben Gerdes, Senior Project Engineer, Eagle County Engineering, Post Office Box
850, Eagle, CO 81631 by US Mail or electronically to Ben.Gerdes(a,ea leg conn .us. The
compensation for the performance of Services described in Exhibit A shall not exceed three
thousand two hundred dollars ($3,284).
3) Additional Services. Any services in addition to the Services ("Additional Services") shall be
performed by Consultant only upon the written request of County. Orders for Additional
Services shall be acknowledged by County and Consultant in writing, prior to any such work
identified as Additional Services is performed by Consultant. Failure by Consultant to obtain
written authorization and acknowledgement by County for Additional Services shall result in
non-payment for any such Additional Services or work performed. Except as otherwise agreed
in writing by Consultant and County, all Additional Services shall be subject to the terms and
conditions of this Agreement. County may also by written notice to Consultant make any
reasonable reductions to the scope of the Services and the compensation payable to Consultant
shall be reduced in a fair and reasonable amount on account thereof.
Assignment & Sub -consultants. County hereby consents to Marcin Engineering performing a
2
portion of the Services as a sub -consultant to Consultant. Consultant shall be responsible for the
performance of Services by sub -consultants as set forth herein. Consultant shall be responsible for
compensating sub -consultants for any Services or Additional Services performed by sub -
consultants. County shall only be responsible for compensation to Consultant as set forth herein.
Notwithstanding the foregoing, Consultant acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall
not enter into any other or alternative sub -consultant agreements for the performance of any of the
Services or Additional Services without County's prior written consent, which may be withheld in
County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no
personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the
Project. Consultant shall require each sub -consultant, as approved by County and to the extent of
the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this
Agreement, and to assume toward Consultant all the obligations and responsibilities which
Consultant, by this Agreement, assumes toward County. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any sub -consultant hired by
Consultant and Consultant shall cooperate in such process.
4) Insurance. Unless otherwise agreed to in writing by County, Consultant agrees to provide and
maintain, at Consultant's sole cost and expense, and to require its subcontractor to maintain the
following insurance coverage:
a) Types of Insurance.
i) Workers' Compensation as required by law.
ii) Consultant shall provide auto coverage through his personal policy.
iii) General Liability Coverage with limits of liability not less than $1,000,000 per
occurrence; $1,000,000 for bodily injury and property damage and $1,000,000 aggregate
limits.
iv) Professional Liability Insurance with limits of liability of not less than $1,000,000 per
occurrence.
b) Other Requirements.
i) Consultant shall maintain the foregoing coverage in effect until the Services and
Additional Services are completed. In addition, to the extent commercially available at
reasonable rates, all such policies shall be kept in force by Consultant until the applicable
statute of limitations for the Project has expired.
ii) All policies must be written by insurance companies whose rating in the most recent
Best's rating guide is not less than A -(VII).
iii) Certificates of Insurance with the required endorsements evidencing the coverage must
be delivered to County prior to commencement of any Services under this Agreement
and must be provided on an annual basis commencing on the first (1S) anniversary of the
policy year and continuing thereafter, or at any time within fifteen (15) days after request
therefor by County or an additional insured. Notwithstanding any other provision hereof,
Consultant shall provide County a complete copy of any policy of insurance required
hereunder within five (5) business days of a written request from County, and hereby
authorizes Consultant's brokers, without further notice to or authorization by Consultant,
to immediately comply with any written request of County for a complete copy of any
policy required hereunder.
iv) If Consultant fails to secure and maintain the insurance required by this Agreement and
provide satisfactory evidence thereof to County, County shall be entitled to immediately
terminate this Agreement.
v) Consultant's insurance shall be primary and non-contributory to any insurance held by
County.
5) Indemnification. To the fullest extent permitted by law, Consultant agrees to indemnify, defend
and hold harmless Eagle County, their officers, directors, agents and employees, (collectively,
"County Indemnitees") from and against any and all claims, demands, losses, liabilities,
damages, disbursements, obligations, fines, penalties, costs, expenses (including, but not limited
to, reasonable attorneys' fees and costs) and costs of every kind and character ("Claims") to the
extent actually or allegedly caused by or attributable to (in whole or in part) this Agreement or
the performance or non-performance of the Services (including any Additional Services)
provided by Consultant and its agents, employees, sub -consultants and/or suppliers, and/or any
negligent or otherwise wrongful statement, act or omissions of Consultant or any person or entity
under Consultant's control whether or not it is caused in part by a party indemnified hereunder;
and Contractor shall reimburse County for any and all expenses, including attorney fees,
incurred by County in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnity and hold harmless provisions of this Agreement shall survive
expiration or termination hereof. County and Consultants hereby certify and agree that the
indemnity and hold harmless provisions of this Agreement have been freely and mutually
negotiated.
6) Ownership of Documents. All documents prepared by Consultant or Consultant's subcontractor in
connection with Consultant's performance under this Agreement shall become the property of
County and Consultant or Consultant's subcontractor shall execute written assignments to County
of all rights (including common law, statutory, and other rights, including copyrights) to the same as
County shall from time to time request. For purposes of this paragraph, the term "documents" shall
mean and include all surveys, reports, plans, studies, tape or other electronic recordings, drawings,
sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant
(including any employee or subcontractor in connection with the performance of the Services and
Additional Services under this Agreement).
7) Notices. All notices or other communications made pursuant hereto shall be in writing and shall
be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2)
calendar days after being deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier
service, charges prepaid, to the parties at their respective addresses listed below their signatures,
or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or
other confirmation showing the date, time, and receiving facsimile number for the transmission.
Either party may change its address for the purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
County:
Eagle County Government
Attention: Ben Gerdes
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-3560
Facsimile: 970-328-8789
E-mail: ben.gerdes@eaglecounty.us
And a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
Consultant:
AMEC Earth & Environmental
Attention: John Broadus
2000 S. Colorado Blvd, Suite 2-1000
Denver, CO 80222
Telephone: 303-742-5333
Facsimile: 303-935-6575
E-mail: john.broadus@amec.com
8) Coordination. Consultant acknowledges that the development and processing of the Services or
Additional Services for the Project may require close coordination between various consultants.
Consultant shall coordinate the Services required hereunder with the other consultants that are
identified by County to Consultant from time to time, and Consultant shall immediately notify
such other consultants, in writing, of any changes or revisions to Consultant's work product that
might affect the work of other consultants providing services for the Project and concurrently
provide County with a copy of such notification. Consultant shall not knowingly cause other
consultants extra work without obtaining prior written approval from County. If such prior
approval is not obtained, Consultant shall be subject to any offset for the costs of such extra
work.
9) Termination. Either party may terminate this Agreement at any time and for any reason, with or
without cause, with seven (7) calendar days' prior written notice to the other party. On
termination of this Agreement, County shall pay to Consultant as payment in full for all labor,
work and services performed, all materials supplied, and expenses incurred by Consultant as
follows: (i) the agreed compensation for all Services and approved Additional Services
satisfactorily performed by Consultant under this Agreement up to the effective date of
termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and
deliver to County true and complete copies of Consultant's work product. As used herein, the
"effective date of termination" shall be that date which is seven (7) calendar days after receipt of
the notice of termination.
10) Venue and Jurisdiction. Any and all claims, disputes or controversies related to this Agreement,
or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall
be the sole and exclusive forum for such litigation.
11) General Conditions.
a. Consultant shall be responsible for the completeness and accuracy of the Services and any
Additional Services, including all supporting data and other documents prepared or compiled in
performance of the Services or Additional Services, and shall correct, at its sole expense, all
significant errors and omissions therein. The fact that the County has accepted or approved the
Services or Additional Services shall not relieve Consultant of any of its responsibilities.
Consultant shall perform the Services and Additional 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. Consultant represents and
warrants that it has the expertise and personnel necessary to properly perform the Services.
b. Each of the Exhibits referred to herein and attached hereto is an integral part of this
Agreement and is incorporated herein by reference.
c. Consultant agrees to work in an expeditious manner, within the sound exercise of its
judgment and professional standards, in the performance of this Agreement. Time is of the
essence with respect to this Agreement. By executing the Agreement, Consultant confirms that
the time limitations set forth herein are reasonable period(s) for performing the Services.
d. This Agreement shall be construed and interpreted under and shall be governed and enforced
according to the domestic laws of the State of Colorado (without reference to the doctrine of
conflicts of law).
e. Consultant represents and warrants that at all times in the performance of the Services
Consultant shall comply with any and all applicable laws, codes, rules and regulations.
f. Consultant and its employees are not entitled to workers' compensation benefits through the
County. Consultant is solely responsible for necessary and adequate workers' compensation
insurance and shall be responsible for withholding and paying all federal and state taxes. The
Consultant and its employees are not entitled to unemployment insurance benefits unless
unemployment compensation coverage is provided by an entity other than County. The
Consultant hereby acknowledges full and complete liability for and shall timely pay all taxes
imposed by any federal, state or local taxing authority on all payrolls and compensation of its
employees and subcontractors and any other taxes, fees and charges levied against Consultant on
account of this Agreement.
g. This Agreement constitutes an agreement for the performance of work and services by
Consultant as an independent contractor and not as an employee of County. Nothing contained
in this Agreement shall be deemed to create a relationship of employer-employee, master -
servant, partnership, joint venture or any other relationship between County and Consultant
except that of independent contractor. Consultant shall have no authority to bind County or to
approve any Additional Services, unless specifically approved by County in writing.
h. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understandings between the parties with
respect thereto.
i. This Agreement may not be amended or supplemented, nor may any obligations hereunder
be waived, except by a written instrument signed by the party to be charged. Notwithstanding
the foregoing sentence, Consultant agrees to make such revisions to this Agreement as may be
reasonably required by County, and Consultant agrees to comply with customary requirements
of construction and permanent lenders which may be imposed including, but not limited to,
execution of a subordination agreement(s).
j. This Agreement and the covenants contained herein shall be binding upon and shall inure to
the benefit of the parties hereto and their respective permitted assigns and successors -in -interest.
k. No failure or delay by either party in the exercise of any right given to such party hereunder
shall constitute a waiver thereof. No waiver of any breach of any agreement or provision
contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of
any other agreement or provision contained herein.
1. Whenever the context hereof shall so require, the singular shall include the plural, the male
gender shall include the female and the neuter, and vice versa.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
n. Consultant shall maintain for a minimum of three years, adequate financial and other records
for reporting to County. Consultant shall be subject to financial audit by federal, state or county
auditors or their designees. Consultant authorizes County to perform audits or to make
inspections of records during normal business hours, upon 48 hours' notice to Consultant.
Consultant shall fully cooperate with County representatives during such audit or inspections.
13) Prohibitions on Government Contracts. If Consultant has any employees or subcontractors,
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, Consultant certifies that it
does not knowingly employ or contract with an illegal alien who will perform under this Contract
and that 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 Services or Additional Services under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform Services or
Additional Services under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to Consultant
that the subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under the public contract for services.
B. Consultant has confirmed the employment eligibility of all employees who are newly
hired for employment to perform Services or Additional Services 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.gov/xprevprot/pro r� ams/gc 1185221678150.shtm
C. 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 Consultant obtains actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien,
Consultant shall be required to:
(i) Notify the subcontractor and County within three days that 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 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.
E. 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 Consultant violates these prohibitions, 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, Consultant shall be liable for actual and consequential
damages to County as required by law.
G. County will notify the office of the Colorado Secretary of State if Consultant violates
this provision of this Contract and ECHDA terminates the Contract for such breach.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the A day of April, 2011.
COUNTY OF EAGLE, STATE OF
COLORADO, by the Eagle County Manager on behalf of the
Board of County Commissioners
By:
Keith Montag
Eagle County Manager
AMEC EAR 8c ENVIRO
By. / �/ C�12��
TAL, INC.
�� ��� �•�t%
Don Connors
Principal
STATE OF Co b rGL�(> )
ss.
COUNTY OF rF' n 1, )
The foregoing instrument was acknowledged before me byYlCL1c� Cl��1114-j3— day
of Y " , 2011.
My commission expires:
No ublic
JENNY HART
NOTARY PUBLIC
STATE OF COLORADO
E100 -0 -0 --
My Commission Expires 04/07/2013
MARGIN ENGINEERING LLC EXHIBIT A
April 6, 2011
John M. Broadus, PE
AMEC
2000 S. Colorado Blvd, Suite 2-1000
Denver, CO 80222
RE: Eagle County Burns Bridge Improvements Project
Dear John:
We are pleased to present the following proposal for Professional Land Surveying Services for
the Eagle County Burns Bridge Improvements Project located in Burns, Colorado. The following
is a summary of the Professional Services Marcin Engineering proposes to provide as well as an
estimated fee.
Scope of Work
Step 1: Submit application for a Union Pacific Railroad permit for nonintrusive civil
engineering survey work. Contact Kelly Miller to confirm datum used for their base Auto CAD
drawing. Research NAD 83 and NAVD 88 monuments in the area. Calculate cross section
coordinates in the base map, based on the cross section PDF provided by John Broadus. Prepare
search coordinates for onsite control based on the Eagle County Engineering base map.
Estimated Fee: Licensed Surveyor 4 hrs @ $130/hr = $520
Step 2: Preliminary site visit to tie into Eagle County's control using GPS. Set rebar and lath at
cross section locations. Evaluate river depth, speed, private property, access, and any hazards.
Notify private land owners of our work to be performed and our possible trespassing on their
property in order to perform our work. Evaluate the need for a boat. Download and evaluate all
survey control and our cross section approach.
Estimated Fee: Licensed Surveyor 6.5 hrs @ $130/hr = $845
Step 3: Assemble necessary equipment to perform cross sections such as life jackets, safety rope,
boat, paddle, radios, and waders. Pre -survey safety meeting with our field crew.
Estimated Fee: Survey Crew 1 hr @ $139/hr = $139
Licensed Surveyor 1 hr @ $130/hr = $130
Subtotal: $269
Step 4: Second site visit -Perform 7 cross sections using our Robotic Total Station to include all
features along the previously calculated cross section locations. This will require three men to be
present to insure proper safety measures.
Estimated Fee: Survey Crew 10 hrs @ $139/hr = $1,390
PO Box 1062, Avon Colorado 81620 (970) 748-0274
Step 5: Download all cross section data and import into the Eagle County Base drawing
provided. Expedite to client.
Estimated Fee: Licensed Surveyor 2 hrs @ $130/hr = $260
Total Project Estimated Fee: $3,284
Note: No reimbursable expenses will be charged for this project. This includes mileage,
meals, supplies, equipment, etc.
Compensation
Work not specifically described in this proposal will be considered an Additional Service and
you will be billed based on our then current hourly rates after Marcin Engineering notifies you
and receives prior written approval of such additional services. Unforeseen conditions, revisions,
and changes in scope will be considered Additional Service.
Agreement
Standard Terms and Conditions are part of this proposal and are enclosed for your review. We
will be available to discuss this estimate with you in more detail if you desire. If you would like
us to proceed with this work and agree to the Terms and Conditions, please sign on the space
provided below and return one copy for our authorization to proceed.
Sincerely,
MARCIN ENGINEERING LLC
Randall P. Kipp, PLS
Proposal Accepted By:
Signature:
Title:
PO Box 1062, Avon Colorado 81620 (970) 748-0274
