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HomeMy WebLinkAboutC13-074 Glenwood Structural and Civil, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
EAGLE COUNTY, COLORADO
AND
(� GLEN1 D STRUCTURAL AND CIVIL, INC.
THIS G , EMEN for Professional Services ( "Agreement ") is made and entered into effective as
of the A .. day of , 2013 by and between Glenwood Structural and Civil, Inc. a Colorado
corporation ( "Consultant ") and Eagle County, Colorado a body corporate and politic by and through
its County Manager ( "County" or "Owner ").
RECITALS
WHEREAS, County desires to implement a second floor level addition to the ARFF Administration
Building to include a second floor level addition within the storage area originally designated as room
number 102 and cantilevered approximately 3' -6" to the exterior. The existing door lintel will be
modified as required for maximum headroom. The opening in the lower level exterior wall will be in-
filled and have a man door. A new man door will be cut through the interior masonry wall at the
second floor level to provide entrance to the new space from the landing at the top of the stairs
(collectively the "Project ") as more fully set forth herein; and
WHEREAS, County desires to retain Consultant to perform Services (defined below) on the terms
and conditions set forth herein; and
WHEREAS, Consultant has represented that it has the expertise and skill to assist with design of the
Project and related improvements as set forth herein.
AGREEMENT
NOW THEREFORE, based upon the above recitals and consideration set forth herein the parties
agree as follows:
1) Services.
(a) Consultant agrees to furnish all services, labor, personnel and materials necessary to perform
and complete the following services in connection with the Project located at the Eagle County
Regional Airport, Gypsum, Eagle County, Colorado (hereinafter the "Services" or "Work "):
(i) Consultant shall prepare structural drawings for permit and construction purposes in
conjunction with and based on the architectural drawings provided by County which are identified
as "AS- BUILTS ARFF /SRE Bldg" prepared by ISBILL ASSOCIATES, INC, Airport Consultants
and VAN SANT GROUP, dated July 1, 1992. The documents to be provided as part of the
Services shall include framing plans as well as the related details and shall be sealed and signed by
a professional engineer registered in the State of Colorado. Also included in the Services is a key
plan indicating the general location of the work for building department information.
(ii) Drawings will be made available to County at approximately 67% completion for the
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purposes of carrying out pricing and then, pending County approval, at 100% for permit and
construction purposes.
(b) County shall be responsible for working with the proper building authority on necessary
submittals and permit requirements and shall be responsible for obtaining any permits associated
with construction of the Project.
(c) County shall furnish printed copies of record drawings of the existing improvements for
Engineer's use as reference for structural design. The copies of record drawings of existing
improvements are identified as "AS- BUILTS ARFF /SRE Bldg" prepared by ISBILL
ASSOCIATES, INC, Airport Consultants and VAN SANT GROUP, dated July 1, 1992.
(d) Consultant agrees to furnish the Services in a timely and expeditious manner and within thirty
(30) days of execution of this Agreement. All Services shall be performed in accordance with the
highest standards of care, skill and diligence in the industry, trades or profession. Consultant
represents and warrants the Services shall comply with any and all applicable laws, codes, rules
and regulations. In the event the Services relate to property owned by other federal, state or local
governmental entities, or a public utility or other third party, Consultant agrees to comply with any
additional terms and conditions required by applicable laws, codes, rules and regulations.
2) Compensation.
Owner shall compensate Consultant for the performance of the Services based upon an hourly rate
of $116/hour for principal engineer, $97/hour for project manager, $88/hr for project engineering
and $62/hr for structural and technical drafting. The Services and any out- of- pocket expenses to
be performed under this Agreement shall NOT EXCEED nine thousand four hundred dollars
($9,400.00). The parties acknowledge and agree that Consultant submitted invoice number 12323-
01 dated March 30, 2012 in the amount of one thousand six hundred sixty -four dollars ($1,664)
which amount shall not be in addition to but shall be charged against the $9,400 not to exceed
number set forth above. Consultant shall not be reimbursed for out of pocket expenses that are not
set forth herein unless specifically approved in writing by Owner. The compensation shall be paid
by Owner in monthly progress payments equal to the total work performed by Consultant. An
application for payment shall cover a calendar month beginning on the 1 of the month and ending
on the last day of the month. An application for payment shall be submitted to Owner by
Consultant by the 15 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 Owner.
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 Owner are current.
3) Additional Services.
Any services in addition to the Services ( "Additional Services ") shall be performed by Consultant
only after written approval by County. Additional Services must be approved and 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
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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.
4) Assignment & Sub - consultants.
Consultant acknowledges that Owner has entered into this Agreement in reliance upon the
particular reputation and expertise of Consultant. Consultant shall not enter into any sub -
consultant agreements for the performance of any of the Services or Additional Services without
Owner's prior written consent, which may be withheld in Owner's sole discretion. Owner 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 Owner has an objection, in
its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -
consultant, as approved by Owner 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 Owner. Owner 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.
5) Insurance.
Unless otherwise agreed to in writing by Owner, Consultant agrees to provide and maintain, at
Consultant's sole cost and expense, the following insurance coverages:
a) Types of Insurance.
i) Workers' Compensation, as required by state statute and employer's liability insurance
covering all employees acting within the course or scope of their employment.
ii) Auto Insurance Coyerase, covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
iii) Commercial General Liability, with minimum limits as follows (a) $1,000,000 each
occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed
operations aggregate; and (d) $50,000 any one fire.
iv) Professional Liability (Errors and Omissions) Insurance, with prior acts coverage for
all Services and Additional Services required hereunder, in a form and with insurer or
insurers satisfactory to Owner, with limits of liability of not less than $1,000,000 per claim
and $1,000,000 in the aggregate.
v) Additional Insured. County shall be named as additional insured on the Commercial
General Liability and Automobile Liability Insurance policies.
vi) Cancellation. The above insurance policies shall include provisions preventing
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cancellation or non - renewal without at least 45 days prior notice to the County.
vii) Certificates. Consultant shall provide certificates showing insurance coverage required
hereunder upon signing the Agreement.
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 professional liability and construction defect claims
for the Project have expired.
ii) Notwithstanding any other provision hereof, Consultant shall provide Owner a complete
copy of any policy of insurance required hereunder within five (5) business days of a
written request from Owner, and hereby authorizes Consultant's brokers, without further
notice to or authorization by Consultant, to immediately comply with any written request
of Owner for a complete copy of any policy required hereunder.
iii) If Consultant fails to secure and maintain the insurance required by this Agreement and
provide satisfactory evidence thereof to Owner, Owner shall be entitled to terminate this
Agreement.
6) Indemnification. (a) The Consultant shall indemnify and hold harmless County and any of its
officers, agents and employees against any losses, claims, damages or liabilities for which County
or any of its officers, agents, or employees may become subject to, insofar as any such losses,
claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Consultant or any of its sub - consultants hereunder; and
Consultant shall reimburse County for any and all attorney fees and costs, legal and other expenses
incurred by County in connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnification shall not apply to claims by third parties against the
County to the extent that the County is solely liable to such third party for such claims without
regard to involvement of Consultant.
(b) Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver,
express or implied, of any of the immunities, rights, benefits, protection, or other provisions
available to County under the Colorado Governmental Immunity Act.
7) Ownership of Documents. All electronic or other documents prepared by Consultant in
connection with Consultant's performance under this Agreement shall become the property of
Owner and Consultant shall execute written assignments to Owner of all rights (including common
law, statutory, and other rights, including copyrights) to the same as Owner shall from time to time
request. For purposes of this paragraph, the term "documents" shall mean and include all 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).
4i
8) 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 transmission so long as the sending party can provide a facsimile machine
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.
Owner: Eagle County Regional Airport
Attention: Bill Ponder
P.O. Box 850
Eagle, CO 81631
(970)328 -2680
bill.ponder @eaglecounty.us
With a copy to:
Eagle County Attorney's Office
P.O. Box 850
500 Broadway
Eagle, CO 81631
Consultant: Glenwood Structural and Civil, Inc.
Attention: Adolfo O. Gorra, MS P.E.
President
812 Pitkin Avenue
Glenwood Springs, CO 81601
Phone 970 - 928 -0135
Fax 970 - 928 -9804
www. glenwo odstructural. org
9) Coordination.
Consultant acknowledges that the development and processing of the work 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 Owner 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 Owner with a copy of such notification.
Consultant shall not knowingly cause other consultants extra work without obtaining prior written
approval from Owner. If such prior approval is not obtained, Consultant shall be subject to any
offset for the costs of such extra work. Owner shall provide Consultant with legal access to the
Project site as required by Consultant to perform and complete the Services. Such access should
be verified in advance by Consultant with Owner prior to entering the property.
10) Termination. County may terminate this Agreement, in whole or in part, for any reason, with or
without cause and without penalty. Any such termination shall be effected by delivery to
Consultant of a written notice specifying the date upon which termination becomes effective. In
such event, Consultant shall be compensated for all Services satisfactorily completed to the date of
termination.
11) General Conditions.
a) Consultant represents that its professional personnel are, and covenants that its professional
personnel shall at all times remain, duly licensed to perform the Services and Additional Services
within the applicable jurisdiction.
b) Consultant shall be responsible for the completeness and accuracy of the Services, including all
supporting data and other documents prepared or compiled in performance of the Services and any
Services performed by its sub - consultants, and shall correct, at its sole expense, all significant
errors and omissions therein. The fact that the County has accepted or approved the Services shall
not relieve Consultant of any of its responsibilities.
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). Venue shall be in the District Court of Eagle County.
e) Consultant shall 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.
fl Consultant shall permit the County and any other duly authorized agent of a governmental agency
to audit, inspect, examine, excerpt, copy and/or transcribe Consultant's records related to this
Agreement for the period of three (3) years after Services are completed. County reserves the right
to inspect the Services at all reasonable times and places during the term of the Agreement
including any extensions.
g) This Agreement constitutes an agreement for the performance of Services by Consultant as an
independent contractor and not as an employee of Owner. 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 Owner and Consultant except that of independent
contractor. Consultant shall have no authority to bind Owner, or to approve any Additional
Services, unless specifically approved by Owner 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.
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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.
j) Consultant shall not assign any portion of this Agreement without the prior written consent of
Owner.
k) 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.
1) 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.
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) Notwithstanding anything to the contrary contained m 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, Section 20).
12. Provision Mandated by C.R.S. & 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC
CONTRACT FOR SERVICES
12.1 If Consultant (hereinafter "Contractor" for purposes of this section 12) 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.
12.2 Contractor 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 that
the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under the public contract for services.
12.3 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.sh.tm
12.4 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.
12.5 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 12.5 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.
12.6 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).
12.7 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.
12.8 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.
[Rest of Page Intentionally Left Blank]
44,
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.
COUNTY OF EAGLE, STATE OF COLORADO,
By and through its County Manager
By: ,,!� 1r
Keith ontag, County ■ anager
CONSULTANT:
GLENWO iD 1 11 ' ' • AND CIVIL,, Inc.
BY: iI4'��! //
Its:
STATE OF (o f 1 o )
)SS.
COUNTY OF r���( )
•
The foregoing instrument was aslortowledged before me by l4(1 ,6 /4 U 4Ayc Glenwood
Structural and Civil, Inc. this of IX'tAa try , 2013.
My commission expires: &/2 2/�j7 //p
r r /
_ � _ / 1 -€C`_
otary Public
CHARLAINA LABRUM
Notary Public
State of Colorado