HomeMy WebLinkAboutC12-058 River Restoration Agreement (Two Bridges Site) AGREEMENT BETWEEN EAGLE COUNTY
AND RIVER RESTORATION FOR
BOAT LAUNCH DESIGN AT TWO BRIDGES SITE
THIS AGREEMENT is made this i day of ' , 2012, by and between Eagle
County ( "County "), and River Restoration.Org, LLC ( "Cont actor "), a Colorado corporation,
limited liability company with a principal place of business at 1175 CR 154, Glenwood Springs,
Colorado 81601.
WHEREAS, County desires to design a boat launch at its "Two
Bridges" Open Space Parcel (the "Property "); and
WHEREAS, Contractor is an engineering firm authorized to do business in the State of
Colorado, has experience and expertise necessary to provide said services to County; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the
responsibilities of Contractor in connection with the services and related terms and conditions to
govern the relationship between Contractor and County in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following promises,
County and Contractor agree as follows:
ARTICLE 1— WORK
1.1 Contractor agrees to provide all services, labor, personnel and materials to perform and
complete the services set forth in Contractor's Revised Proposal Dated January 30, 2012
(hereinafter "Services" or "Work ") which is attached hereto as Exhibit A and incorporated by
this reference. Contractor and will use its expertise, skill to perform the Services. In the event of
any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control.
All Work shall be completed no later than March 30, 2012.
1.2 County and Contractor acknowledge that Contractor will rely on information furnished
by other parties in performing its services under this Agreement. County shall furnish
Contractor with the survey performed by the County Engineer's Surveyor.
ARTICLE 2 — COUNTY'S REPRESENTATIVE
2.1 The Eagle County Project Manager shall be Contractor's contact with respect to this
Agreement and the performance of the Services.
ARTICLE 3 - TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and,
subject to the provisions of Article 11 hereof, shall continue in full force and effect until the
Services are satisfactorily completed in accordance with the terms of this Agreement.
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ARTICLE 4 — COMPENSATION
4.1 For the Services to be provided hereunder, County will pay Contractor the amounts
provided in Exhibit "A." The maximum amount of compensation under this Agreement shall not
exceed $9,747 without a change order signed by both parties.
4.2 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt
of a proper and accurate invoice from Contractor respecting the Services. The invoice shall
include a description of services performed. Upon request, Contractor shall provide County
with such other supporting information as County may request.
4.3 County will not withhold any taxes from monies paid to the Contractor hereunder and
Contractor 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.
4.4 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 Contractor in excess of the amount
for any Services 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.
ARTICLE 5— CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following
representations:
5.1 Contractor has familiarized itself with the nature and extent of the Services to be
provided hereunder, the Property, and with all local conditions, and federal, state, and local laws,
ordinances, rules and regulations that in any manner affect cost, progress, or performance of the
Services.
5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he
deems necessary for the performance of the Services.
5.4 To the extent possible, Contractor has correlated the results of all such observations,
examinations, investigations, tests, reports, and data with the terms and conditions of this
Agreement.
5.5 To the extent possible Contractor, has given County written notice of all conflicts, errors,
or discrepancies that he has discovered in the Agreement.
5.6 Contractor will be responsible for provision of the Services and shall perform the
Services in a skillful, professional and competent manner and in accordance with the standard of
care, skill and diligence applicable to professional engineering firms. Further, in rendering the
Services, Contractor shall comply with the highest standards of customer service to the public.
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Contractor shall provide appropriate supervision of its employees to ensure the Services are
performed in accordance with this Agreement.
ARTICLE 6 – ENTIRE AGREEMENT
6.1 This Agreement represents the entire Agreement between the parties hereto. There are no
Contract Documents other than this Agreement and its Exhibit A. The Agreement•may only be
altered, amended, or repealed in writing.
ARTICLE 7 – MISCELLANEOUS
7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound; and
specifically, but without limitation, moneys that may become due and moneys that are due may
not be assigned without such consent (except to the extent that the effect of this restriction may
be limited by law), and 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.
7.2 County and Contractor each binds itself, its partners, successors, assigns and legal
representatives to the other party hereto, in respect to all covenants, agreements, and obligations
contained in this Agreement.
7.3 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 Contractor in
respect of any period after December 31 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).
7.4 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC
CONTRACT FOR SERVICES
7.4.1 If Contractor has any employees or subcontractors, Contractor 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 certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Contractor 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 under this Contract.
7.4.2 Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this
contract for services; or
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(ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that
the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under the public contract for services.
7.4.3 Contractor 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.gov /xprevprot/programs /gc 1185221678150.shtm
7.4.4 The Contractor 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.
7.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien, the
Contractor shall be required to:
(i) Notify the subcontractor and the County within three days that the Contractor 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 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.
7.4.6 The Contractor 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).
7.4.7 If a Contractor 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 shall be liable for actual and consequential damages to the
County as required by law.
7.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates
this provision of this Contract and the County terminates the Contract for such breach.
7.5 Invalidity or unenforceability of any provision of this Agreement shall not affect the
other provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision was omitted.
7.6 Contractor acknowledges that County has entered into this Agreement in reliance upon the
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particular reputation and expertise of Contractor. Contractor shall not enter into any sub -
consultant or sub - contractor agreements for the performance of any of the Services or
. 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
perform the Work and no personnel to whom County has an objection, in its reasonable
discretion, shall be assigned. Contractor shall require each sub - consultant or sub - contractor,
as approved by County and to the extent of the Services to be performed by the sub -
consultant or sub- contractor, to be bound to Contractor by the terms of this Agreement, and
to assume toward Contractor all the obligations and responsibilities which Contractor, by this
Agreement, assumes toward County.
ARTICLE 8 - JURISDICTION AND VENUE:
8.1 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.
8.2 In the event of litigation between the parties hereto regarding the interpretation of this
Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is
brought to recover damages for breach of this Agreement, or an action be brought for injunction
or specific performance, then and in such events, the prevailing party shall recover all reasonable
costs incurred with regard to such litigation, including reasonable attorney's fees.
ARTICLE 9 - INDEMNIFICATION:
9.1 Within the limits allowed by law, Contractor 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 in connection with
the negligent or wrongful acts or omissions of the Contractor 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
Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
10.1 All signed and stamped documents (including electronic files) and materials which are
obtained during, purchased or prepared 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
Contractor or upon earlier termination of this Agreement.
ARTICLE 11 -TERMINATION:
11.1 Either party may terminate this Agreement, in whole or in part, for any reason, at any
time, with or without cause. Any such termination shall be effected by delivery of a written
notice of termination specifying the date upon which termination becomes effective. In such
event, Contractor shall be compensated for all Services satisfactorily completed up to the date of
termination.
ARTICLE 12 — NOTICE
12.1 Any notice required under this Agreement shall be personally delivered, mailed in the
United States mail, first class postage prepaid, or sent via facsimile provided an original is also
promptly delivered to the appropriate party at the following addresses:
The County: Eagle County Project Management
Rick Ullom, Construction Manager
P.O. Box 850
Eagle, Colorado 81631
(970) 328 -8780 (p)
(970) 328 -3539 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970)328 -8685 (p)
(970) 328 -8699 (f)
The Contractor: River Restoration.Org, LLC
P.O. Box 2123
Glenwood Springs, CO 81601
(970) 947 -9568
12.2 Notices shall be deemed given on the date of delivery; on the date a FAX 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 depositary of the U.S. Postal Service.
ARTICLE 13 — INDEPENDENT CONTRACTOR
13.1 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
between County and Contractor or County and Contractor's employees. Contractor and its
employees shall be, and shall perform as, independent contractors. No officer, agent,
subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the
employee, agent or servant of County. Contractor shall be solely and entirely responsible for the
means and methods to carry out the Services under this Agreement and for Contractor's acts and
for the acts of its officers, agents, employees, and servants during the performance of this
Agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants
may represent, act, purport to act or be deemed the agent, representative, employee or servant of
County.
ARTICLE 14 — INSURANCE REQUIREMENTS
14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its
own behalf in the following minimum amounts:
14.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit
acts, with coverage and in amounts as required by the laws of the State of Colorado.
14.1.2 Comprehensive Automobile Insurance shall be carried in the amount of
$1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability
and property damage insurance required hereunder shall be Comprehensive General and
Automobile Bodily Injury and Property Damage form of policy.
14.1.3 Comprehensive liability and property damage insurance issued to and covering
Contractor and any subcontractor with respect to all Work performed under this Agreement and
shall also name County as an additional insured, in the following minimum amounts:
Bodily Injury Liability:
Each Person: $1,000,000
Each Accident or Occurrence: $1,000,000
Property Damage Liability:
Each Accident or Occurrence: $1,000,000
Professional Liability: $1,000,000
14.2 Contractor shall purchase and maintain such insurance as required above and the
certificate of insurance is attached hereto as Exhibit B.
//REMAINDER OF PAGE INTENTIONALLY LEFT BLANK /1
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, by its County Manager
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BY: < <' /� .�< <�.
Keith Montag
RIVER RESTORATION.ORG
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CONTRACTOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED
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COUNTY OF )
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EXHIBIT A
[INSERT PROPOSAL AND /OR SCOPE OF WORK]
9
f e) RI CE
- PO Box 2123 Glenwood Springs, CO 81601 (970) 947 -9568
REVISED January 30, 2012
Rick Ullom
Eagle County, Construction Manager
Project Management Department
Office: 970 - 328 -8780
Mobile: 970 - 471 -0439
RE: Proposal for Eagle County Open Space Boat Launch Design at Two Bridges
Site
Dear Rick,
RiverRestoration would like to team and offer our engineering services for the design of a
boat launch on the Colorado River at the Two Bridges Eagle County Open Space. We
are expert in the river engineering issues specific to the Colorado River and its tributaries
including flooding, recreation, and environmental concerns. We are specialized in
environmentally sensitive river construction techniques and are knowledgeable in river
construction costs specific to Western Colorado. We take an organic, naturally
functioning, holistic approach in all of our river projects.
Task 1 Reconnaissance Assessment and Survey
RiverRestoration will perform a reconnaissance survey and assessment of site conditions
at the Two Bridges Open Space. Evaluations will be under winter conditions and we will
attempt to identify: riparian species and wetland delineation, bank stability, geomorphic
process, opportunities for access and bank improvements, inventory of on -site materials,
and identification of the physical constraints at the site. Data will be tied into provided
on -site control and used to update elevation contours provided on AutoCad compatible
basemaps surveyed by the County surveyor. Additional data collected will provide a
greater understanding of site conditions. This site inventory and assessment will be
performed by our designers, giving us intimate knowledge of the system that translates
directly into elegant and efficient design. We will attend one combined kickoff meeting
in Eagle County.
Task 2 Hydraulic Analysis
We will base hydraulic analysis on surveyed water surface elevations and observed high
water marks. Hydraulics are a key part of design and it is imperative to project success.
Floodplain analyses will also be performed to compare 100 yr water surface elevations
calculated from existing and proposed conditions. Documentation will be prepared
describing hydraulic performance assumptions and floodplain information at each site
along with how designs comply with Eagle County regulations.
This Task also assumes that existing conditions can be matched hydraulically and coarse
channel detail (GIS) will be adequate for floodplain assessments. This Task assumes site
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PO Box 2123 Glenwood Springs, CO 81601 (970) 947 -9568
inventory and assessment will be initiated during low flows conditions and that GIS data
including topography, Floodplain Districts, ownership, land uses, setbacks, utilities,
storm water discharges and other related issues will be provided. It is also assumed that
GIS parcels are adequate to represent approximate property boundaries. This task
assumes that Zone D modifications do not require any FEMA coordination and that the
County will be responsible for any National Flood Insurance Program compliance.
Task 3 Concept Design
Preliminary concept designs will be developed to describe opportunities and constraints
at the project site. Concept designs will consist of a set of plan view maps (line drawings
only) that spatially relates proposed improvements. RiverRestoration will coordinate with
the County for one iteration so that their interests can be represented and evaluated.
Preliminary designs will show the locations of proposed boat launches and bank
stabilization activities. In addition, possible site improvements including showers, water
hydrants, shade trees, picnic areas, changing screens, circulation and skid ramps will also
be shown. Concept design will consider projected site use numbers for planning
purposes.
Itemized quantities based on concept design will also be developed.. We will present
these preliminary designs at the County in two meetings.
Task 4 Permitting and Coordination
RiverRestoration will coordinate with Colorado Division of Wildlife, Eagle County,
Bureau of Land Management and the US Army Corps of Engineers to disclose discharge
of materials below the ordinary high water line, identify care of water and best
management practices below the ordinary high water line, and develop a construction
window, all to minimize impacts. RiverRestoration will prepare 404/401 supporting
documents including supplemental information, and plans and details as necessary.
Eagle County will finalize and submit any permit applications. RiverRestoration will
develop a care of water plan with details and specifications depending on construction
techniques and the use of wet cement. This effort assumes that the County selected
design can be constructed under a Nation Wide Permit and that Pre Construction
Notification (PCN) or a 404 Individual Permit will not be required. Any public notices
will be the responsibility of Eagle County. A CDPHE Dewatering Permit is usually the
responsibility of the Contractor,- however, due to CDPHE review periods and a desire to
expedite the project, Eagle County may desire to file a Dewatering Permit based on the
Care of Water plan presented as a part of this task.
Task 5 Final Design Plans and Specifications
The selected boat launch concept design (below the bank elevation) will be fmalized with
details, sections, plan views and technical specifications to be included in an
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' _ PO Box 2123 Glenwood Springs, CO 81601 (970) 947 -9568
Advertisement for Bid for the greater project. Final design of the supporting facilities is
not included herein. The itemized cost opinion based on fmalized design quantities will
be updated and modified to create a bid tab. Language for pre - qualification of
Contractors will also be supplied.
This Task assumes that Eagle County will be responsible for all required County permits.
Eagle County will also be responsible for preparing and advertizing for bid, including
general and special conditions. We will review bids and qualifications and rank up to
two Contractors. Our engineer will attend 1 combined prebid meeting on -site.
Task 6 Construction Management
RiverRestoration will travel to the proposed project site to perform stake out of the
physical features. We will place grade stakes on site describing the layout of the project
and the cut/fill necessary to achieve the proposed elevations of the project. We will also
return to the project sites to perform construction monitoring activities related to project
aspects described herein. RiverRestoration will be available to intermittently review the
installation of features and general conformance with plans and specifications.
Furthermore, we will be available to make contractor clarifications and facilitate field
modifications.
Task 7 As - built Survey and Certification
RiverRestoration will perform a final field visit to the project site, once work is
complete, for the collection of as -built survey data. During this field visit, survey of the
constructed boat launch will be performed to verify their physical location and elevations.
These data will be used to create an electronic ( *.pdf and *.dwg) as built plan view
drawing describing the fmal topography and launch construction. Close -outs notices for
the Floodplain Permit and the 404 Permit will be prepared.
Thank you for the invitation to submit a proposal to provide professional services. Table
1 is our opinion of anticipated design effort for Tasks 1 - 4, Tasks 5 - should be let when
construction funding is identified. Please contact us with any questions or to discuss the
details of this proposal.
Sincerely,
jit4
Jason Carey P.
River Engineer
i ason. carey@riverrestorati on. org
(970) 947 -9568
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EXHIBIT B
[INSERT INSURANCE CERTIFICATE]
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