No preview available
HomeMy WebLinkAboutC11-222 Phelps-Atkinson Golf Course Design AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and PHELPS- ATHINSON GOLF COURSE DESIGN This Agreement ( "Agreement ") dated as of this 94 day of ( J , 2011, is between the County of Eagle, State of Colorado, a body corporate and politic, County and Phelps - Atkinson Golf Course Design, P.O. Box 3295, Evergreen, Colorado, 80437 ( "Consultant "). WHEREAS, the County desires to contract with a Consultant for the provision of 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 the 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. Agreement 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 The Consultant will provide the consulting services described in the "Avon to Eagle Vail Trail Project, Phase II" attached hereto as Exhibit A and made a part hereof by this reference (hereinafter "Services" or "Consulting Services "). 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. 1.1 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. 1.2 Consultant has represented to County 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 the date first set forth above, and subject to the provisions of Section 2.2. hereof, shall continue in full force and effect until the Consulting Services have been fully performed, or until the Agreement is otherwise terminated in accordance with Section 2.2 herein. 1 Section 2.2 herein. 2.2 This Agreement may be terminated by either party for any reason with seven (7) days written notice, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any termination of this Agreement, Consultant shall be compensated for all incurred costs and hours of work then satisfactorily completed. 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 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 County Commissioners. 3.3 The Consultant will maintain liability, unemployment and workman's compensation insurance on his/her behalf, as necessary. 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant on an hourly basis at the rate set forth in Exhibit A hereto. In no event shall the cost of Services exceed $6,000.00. If additional services are required, Consultant shall obtain written permission of County to perform such services in advance. Consultant will not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized to do so by County. Fees for any additional services will be as set forth in an executed addendum between the parties. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed. Upon request, Consultant shall provide County with such other supporting information as County may request. 4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared, either partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Consultant or upon earlier termination of this Agreement. 2 6. Indemnification: 6.1 To the fullest extent permitted by law, Consultant shall indemnify County for, and hold County and its officials, boards, officers, principals and employees harmless from, liabilities, damages, losses, costs and expenses, arising out of professional services of this Agreement to the extent caused by negligent acts, errors or omissions of the Consultant. 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: 7.1 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. 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) County: Ellie Caryl, ECO Trails Manager, P.O. Box 1070, 3289 Cooley Mesa Road, Gypsum, Colorado 81637 Phone: 970 - 328 -3523 Facsimile: 970 - 328 -3539 with a copy to: Eagle County Attorney's Office, 500 Broadway, P.O. Box 850, Eagle, Colorado 81631 Phone: 970 - 328 -8685 Facsimile: 970 - 328 -8699 (b) Consultant: Kevin Atkinson, Phelps - Atkinson Golf Design , 5902 Owens St., Arvada, Colorado, 80004 Phone: 303 -670 -0478 Facsimile: 303 - 670 -3518 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 3 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 and County may acquire knowledge of the business operations of the other party not generally known deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge or information 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 the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must be marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 11.3 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. 12. Prohibition on Public Contracts for Services: 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 work under this Contract. A. 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 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 4 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: / /ww w.dhs.gov /xprevprot/programs /gc 1185221678150.shtm C. The 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 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. E. 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 established in C.R.S. § 8- 17.5- 102(5). F. If a 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 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 Consultant violates this provision of this Contract and the County terminates the Contract for such breach. //REMAINDER OF PAGE INTENTIONALLY 1EFT BLANK 1/ 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 COUNTY MANAGER 4 i lr' . y: ' eith Montag, County • ager PHELPS- ATKINSON GOLF COURSE DESIGN B , : Rick " elps Title: Owner/Manager STATE OF COLORADO ) ) ss County of : Q CGAK5 on ) The foregoing was acknowledged before me this 2- day of u n Q , 20 I 1 by P R \ C,V- Ol e1 \0.5 . Witness my hand and official seal. My commission expires: l / 11) . .............004,v, O`f,.. s.P...... P �. ' . Pi'? ki Notary Public i ' .k4O R y " .• it • • � i i • : % I I I 1 ) . • ....... 0��,0 My Commission Expires 09/03/2012 6355 Ward Rd. Arvada, CO 80004 6 EXHIBIT A Avon to Eagle Vail Trail Project, Phase II Scope of Services to be provided by Phelps- Atkinson Golf Course Design Intent of Professional Services Requested: Provide expertise on golf course safety, mitigation techniques, golf course function and aesthetic treatments for the planned project to locate a public bicycle - pedestrian trail through and alongside the Eagle -Vail Golf Course property. Scope of Professional Services Provided: Attend field and review meetings in Eagle -Vail Approximately 15 hours of meetings are anticipated through the design phase of the project. Review and provide comment on Eagle Valley Trail plans prepared by Alpine Engineering, concept, preliminary and fmal construction plans. Up to 25 hours of plan review and comment are anticipated through the design phase of the project. Identification of golf /trail interface and safety zones and recommended mitigation measures will be included in the review comment process. Mitigation measures may include but are not limited to installation of vertical barriers, identification of new berm areas, possible tee or fairway relocations, tree relocations, or other appropriate treatments. Plan sheets may be provided by Phelps- Atkinson during the design phase. Some items may be addressed by Alpine Engineering in their design plan set, in collaboration with Phelps - Atkinson, and not require separate plan sheets by Phelps- Atkinson. Extensive revisions to the golf course to accommodate the trail construction may require an amendment to this Scope of Work. Fee: will be based on the unit costs listed in the following 2011 Fee Schedule from Phelps & Atkinson, not to exceed $6,000.00, unless otherwise amended to reflect additional requested work. Phelps Atkinson Golf Course Design 2011 Hourly Rates Staff Member Rate _ Rick Phelps $140.00/hr Kevin Atkinson $140.00/hr Dave Smith $85.00/hr Secretarial $42.00/hr 7