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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 4 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 4 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 4 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. 4 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