HomeMy WebLinkAboutECHDA14-006 Norris Design AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN LAKE CREEK VILLAGE LLC AND NORRIS DESIGN THIS AGREEMENT("Agreement") is effective as of the `7 day of , 2014 by and between Norris Design,Inc. a Colorado Corporation(hereinafter"Consultant' or"Contractor") and Lake Creek Village LLC, a Colorado limited liability company(hereinafter"LCV"). RECITALS WHEREAS, LCV desires to improve the landscaping and outdoor amenities at the Lake Creek Village Apartments(the"Project") located at 4923 Lake Creek Village Drive in Edwards, Colorado (the "Property"); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS,this Agreement shall govern the relationship between Consultant and LCV in connection with the services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and LCV agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor,personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than September 30,2014 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. 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. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. LCV's Representative. The Housing Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 30th of September, 2014. 4. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived, except by agreement signed by both parties.No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by LCV for such additional services in accordance with LCV's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that LCV has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by LCV for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. LCV shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$16,150. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by LCV. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as LCV may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by LCV shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries,bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by LCV. c. If, at any time during the term or after termination or expiration of this Agreement, LCV reasonably determines that any payment made by LCV to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from LCV, Consultant shall forthwith return such payment(s)to LCV. Upon termination or expiration of this Agreement,unexpended funds advanced by LCV, if any, shall forthwith be returned to LCV. 2 LCV Professional Services Final 5/14 d. LCV 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. 6. Sub-consultants. Consultant acknowledges that LCV 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 LCV's prior written consent, which may be withheld in LCV's sole discretion. LCV 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 LCV has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by LCV 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 LCV. LCV 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.The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned,hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to LCV,with limits of liability of not less than$1,000,000 per claim and$1,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. 3 LCV Professional Services Final 5/14 i. The automobile and commercial general liability coverage shall be endorsed to include LCV, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to LCV separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M. Best"rating of not less than A-VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against LCV. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to LCV in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s)is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from LCV, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of LCV for a complete copy of the policy. viii. Consultant shall advise LCV in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish LCV a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to LCV, LCV shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. 4 LCV Professional Services Final 5/14 xi. The parties hereto understand and agree that LCV is relying on, and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to LCV, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless LCV, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which LCV 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 LCV for reasonable attorney fees and costs, legal and other expenses incurred by LCV 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 LCV to the extent that LCV is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of LCV. Consultant shall execute written assignments to LCV of all rights (including common law, statutory,and other rights, including copyrights)to the same as LCV 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). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered, or(ii)when mailed in the United States mail, first class postage prepaid, or(iii) when delivered by FedEx or other comparable courier service, charges prepaid,to the parties at their respective addresses listed below, or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission, or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. LCV: Attention: Jill Klosterman 500 Broadway Post Office Box 850 Eagle, CO 81631 5 LCV Professional Services Final 5/14 Telephone: 970-328-8773 Facsimile: 970-328-8787 E-mail:jill.klosterman @ eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty @eaglecounty.us CONSULTANT: Norris Design, Inc. Attn: Elena Scott 310 Main St.,Unit F Frisco, CO 80443 Telephone: 970-368-7068 Facsimile: 970 E-mail: escott @ norris-design.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by LCV to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide LCV with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from LCV. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. LCV may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven(7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide LCV with all documents as defined in paragraph 9 hereof, in such format as LCV shall direct and shall return all LCV owned materials and documents. LCV shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. 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. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 6 LCV Professional Services Final 5/14 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that LCV has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. 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. c. This agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of LCV. 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 LCV and Consultant except that of independent contractor. Consultant shall have no authority to bind LCV. d. 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. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of LCV. Any attempt to assign this Agreement without such consent shall be void. 7 LCV Professional Services Final 5/14 g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Intentionally omitted. k. The signatories to this Agreement aver to their knowledge, no employee of LCV has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect,that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Contracts. a. As used in this Section 16,the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the contract for services. b. If Consultant obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and LCV within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and 8 LCV Professional Services Final 5/14 ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. If Consultant violates these prohibitions, LCV may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to LCV. d. LCV may notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and LCV terminates the Agreement for such breach. [Rest of page intentionally left blank] • 9 LCV Professional Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Lake Creek Village LLC By and through Eagle ount Housin: : d Developm- .i. .4 / ty, ' s o e , = ber B (04014 / ,707,:, , y: . „ Ji , ..n .Ry. ,Chai an ekostl.cP ' Attest: By: Teak J. Simonton,Clerk North Design,Inc. By: OEM 5A Elena Scott,Principal 10 LCV Professional Services Final 5114 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 11 LCV Professional Services Final 5/14 1101 Bannock Street Denver,Colorado 80204 J } 303.892.1166 NORRIS DESIGN May 30,2014 Ms.Jill Klosterman Housing Director Eagle County Housing Department 500 Broadway Eagle, CO 81631 (970)328-8773 RE: Updated Proposal for Lake Creek Village Grounds Redesign Dear Jill, I am happy to be submitting an updated proposal in response to the RFQ you published regarding improving landscape and outdoor amenities at Lake Creek Village Apartments.We are passionate about creating great places for people, regardless of their income,and are excited to work with you on this project.We are also excited about the opportunity to work with you and ULI on the Building Healthy Places Workshop. Based on the scope of work outlined in the rfq and my site visit, I can see that the property is well cared for but there is room to improve upon outdoor gathering spaces and pedestrian connectivity within the site.There are many families that live in the community,and places for kids to run and play is very important.This landscape renovation project is an opportunity to create a great place for the families that call Lake Creek Village home with xeriscaping, outdoor play areas, BBQ areas and improved pedestrian connections,while keeping in mind budget and yearly maintenance costs. On behalf of Norris Design, I am pleased to present the following proposal for landscape architectural services for the landscape redesign at Lake Creek Village LLC. Please review the proposal and call me if you have any questions or need clarification on the scope of work or fees provided. I look forward to working with you on this exciting project. Sincerely, Norris Design Megan Testin Associate -1 - 1101 Bannock Street Denver,Colorado 80204 J J 303.892.1166 NORtRIS DESIGN Original April 18, 2014 Revised May 30,2014 Ms.Jill Klosterman Housing Director Eagle County Housing Department 500 Broadway Eagle,CO 81631 (970)328-8773 Lake Creek Village Grounds Redesign Edwards,Colorado MENU OF SERVICES Task 1 —Information Gathering and Base Map Development 1. Kick Off Meeting with Client to develop project schedule and establish initiatives.Attend (1)site visit: a. Acquire record drawings of the property and base mapping to be used for future design. b. Develop site analysis, including existing sidewalks and pathways, common routes and gathering areas,existing landscape conditions, irrigation system controls,general tree locations,micro- climates,front doors and entry ways, play area,signage, parking areas and dumpster locations, etc. 2. Coordinate with project manager to take inventor of existing conditions. 3. Prepare maps for ULI and use by county at the BHP workshop. Develop base map utilizing record drawings from provided AutoCAD mapping,aerial mapping and field measurements. Please note that without a professional survey, Norris Design cannot be held responsible for any potential field mistakes. Task 2—Project Kick-off(Building Healthy Places Workshop) 1. Attend a meeting with the management company,steering committee and ULI team members: a. Participate in ULI BHP to be held on June 27 or July 29, including community engagement,site visit and project discussions. b. Establish goals based on resident input, ULI team input, management company input,survey feedback from the Winter 2013 residence survey,and site visit. Note:These goals will be used for the remainder of the project to guide the design work and create a framework plan. 2. Prepare meeting notes and next steps documentation for the Client following the site visit. Task 3—Framework Landscape Plan 1. Develop Framework Landscape Plan showing use areas.We anticipate the following use areas: a. Pedestrian Connectivity—improve walking routes within the community. b. Amenities Improvements—our current scope of work includes a basketball court,localized play areas, a grass playing field, bicycle amenities, BBQ areas,and garbage receptacles. -2- 3sS,1,+l < I ..`£9 �.¢i�%{. p 1;,33'-' 'i7ti f ,3. .,; € 10 c,t< 1101 Bannock Street Denver,Colorado 80204 J 303.892.1166 N41 iZIS DESIGN c. Drainage Surface Runoff–review of existing problem areas d. Site Preservation–review of site features such as wetlands, riverbanks,existing vegetation,and overall site water use. Deliverables:An 11x17 bubble diagram analyzing the site and showing improvement areas.Supportive character images to convey uses for different areas. Task 4–Conceptual Landscape Master Plan 1. Develop conceptual landscape master plan showing use areas based on framework plan and feedback from resident meeting. 2. Use areas to include but are not limited to:a large multi-purpose playfield, BBQ areas,improved walking and trail connections, localized play areas, bicycle amenities,and garbage receptacles. 3. Review master plan with Client,and provide minor revisions to the plan. 4. Resident Group Meeting#2-Attend one meeting with Lake Creek Village management,stake holders and/or residents to review Conceptual Landscape Master Plan and provide further feedback regarding scope of work and goals for outdoor areas. Note: Eagle County Housing Department to provide an English—Spanish translator to encourage feedback and understanding. Deliverables: One(2-3)page 24"x36"landscape plan sheet set showing existing conditions and proposed walkways and amenities. Supportive images and/or sketches and sections to convey amenities and design features. Task 5–Design Development 1. Develop DD level landscape master plan, including: a. Master Plan showing all use areas b. Typical Details for plan amenity areas,supportive conceptual details and sections i. Details,sketches and sections to specify amenity areas. ii. Incorporate changes to clubhouse building and space surrounding it. c. Supportive Notes and Plant Schedule d. Suggested Phasing or guidelines, if necessary e. Conceptual Cost Estimates Deliverables: One(4-5)page AutoCAD drafted 24"x36"landscape plan sheet set.Set to include existing conditions, proposed landscape plan,enlargement areas of amenity areas and supportive details. Task 6–Irrigation Design(optional) The extent of the current irrigation system is charted and assumed to be in working order. Irrigation design shall be completed on a time and materials basis if requested by the client.Once we have an understanding of how the existing irrigation system may need to be amended we will provide recommendations and/or an estimate for design services. AGREEMENT QUALIFICATIONS A. Assumptions -3- Ta i F��tr j �`,'I 1101 Bannock Street Denver,Colorado 80204 ,) . 303.892.1166 NORRIS DESIGN Ili The client shall provide to Norris Design the following information or services as required for performance of the work.Norris Design assumes no responsibility for the accuracy of such information or services and shall not be liable for errors or omissions therein.Should Norris Design be required to provide services in obtaining or coordinating compilation of this information,such services shall be billed as Additional Services. In order to begin work,we may require the following information. 1. Surveying 2. Aerial Photography 3. Soils/Geology Reports B. Exclusions All specific deliverables for this project are identified within the Scope of Work portion of this agreement.The following information is not a part of the agreement and would be provided under a separate agreement or as Additional Services if required. 1. Illustrative Graphics(other than those identified within this agreement) 2. Engineering(i.e.—Civil, Electrical, Structural, Mechanical,Traffic,etc) 3. City Review Process and/or Permitting 4. Construction Documents 5. Construction Bidding 6. Construction Administration The following definitions are provided to give clear understanding of terms that may be used to describe the Scope of Work within Tasks listed throughout this agreement. Term Definition Attend Norris Design will be present at meetings and hearings as described in the task action items Review Analysis of documents necessary to understand the project, provide feedback to the Owner or consultant team and to understand the impacts of the consultant teams work on the services provided by Norris Design Assist Provide input and/or information to the Owner or consultant team to assist them with their work and products Develop Plans,documents and products generated by Norris Design Coordinate Plans,documents, products, people,schedules and information gathered, organized and/or submitted by Norris Design Provide Plans, documents and products made available by Norris Design Minor Revisions requiring less than 25 percent of the original time spent on a Revisions drawing,document or total task item TERMS AND CONDITIONS -4- 1101 Bannock Street Denver,Colorado 80204 J J 303.892.1166 NORRIS DESIGN A. Standard erms 1. This agre• ent is based on the understanding that the client will proceed with the project in an expeditious manner fro acceptance of contract terms. If the project is delayed more than one-hundred twenty(120) days from the tart of work, it is understood and agreed that the standard hourly rates and the Total Fee may be subject change requiring a new agreement. 2. Request to perfor tasks,acceptance of documents or knowledge by the Client or Client's Representative of work being perfor •ed constitutes acceptance of the Scope of Work, Fees Schedule,Agreement Qualifications,Terms .,d Conditions and Additional Services provisions as identified in this proposal. 3. Norris Design will invoice ork on a monthly basis based on time spent. 4. Fees for each task are an - timate.Services and fees will not exceed the total contract amount unless agreed upon as additional se ices. 5. Expenses, including but not lim ,-d to printing costs, mileage and other miscellaneous project costs will be billed in addition to the fixed fee a cost plus 10 percent. Mileage will be reimbursed at the Federal Government allowable rate.Techno'gy expenses related to services provided may be billed at cost,as they are incurred beyond the typical b. a level required to provide such services. 6. Client agrees to pay all invoiced fees an costs within 30 days of billing. 7. Payment will not be subject to the approve of the project and/or the cash flow status of the project. 8. Past due invoices shall be assessed a 1.5 p cent late charge for each month past due. In the event fees and/or costs are not paid when due, Client agr s to pay all costs of collection including reasonable attorney's fees. 9. Norris Design may stop work on the project if fees a not paid and reserves the right to file liens or utilize other legal methods to secure payment. 10. The fees indicated herein are based on the applicable j isdictional codes. Unless otherwise specified in the terms of this agreement,any request made by the Client vary,waive or modify existing code requirements may be considered as an additional service re uiring additional fees. 11. Revisions exceeding Minor Revisions or additional tasks requ ted by the Client will be billed at the Standard Hourly rates in addition to the fixed fees or a specific will be authorized for the additional work prior to commencement. 12. Any revisions,additional meetings or public hearings not identified i his proposal will be considered additional services. 13. All documents and products developed under this agreement shall remai the property of Norris Design until all fees have been paid in full. Norris Design reserves the right to request t e return of any documents or products from the Client, municipal governments or other third party entities i ees have not been paid in full. Norris Design shall retain full ownership of all documents and products tha ave not been paid for under the terms of this agreement. 14. The Client shall have the rights to utilize documents and products,provided under t 's agreement,for their intended purpose once all fees have been paid in accordance with this agreement. 15. If the Client utilizes any documents or products covered under this agreement,the Clien cknowledges that they have reviewed and understand the information conveyed within said document or pro uct. 16. Any documents or products developed under this agreement by Norris Design shall only be ilized by the Client or their successors for the project or for services,which have been contracted.The Clie or their successors shall not utilize these documents or products on other projects or provide these docu ents or products to others for use on other projects. -5- on (. n z �,ft..� ,.. J :E�'; i ,a',' 1101 Bannock Street Denver,Colorado 80204 3 303.892.1166 NORRIS DESIGN 17. Norris II-sign shall not be responsible for any harm to the Client or their successors if documents or products d- -loped under this agreement are utilized in ways that they are not intended.This includes, but is not limited to, •reliminary level designs being utilized for entitlement documents, entitlement level documents being 'zed for construction and revisions to construction documents that are not performed by Norris Design. 18. Norris Design shall not be : ponsible for any harm to the Client or their successors if the Client or their successors direct the recipien any documents or products to deviate from the direction or purpose of the information provided in said docu : t or product. 19. Norris Design shall not be responsible • information provided to Norris Design by the Client or other project team members not subcontracted • Norris Design. Norris Design assumes no responsibility for the accuracy of such information or services and •II not be liable for errors or omissions therein unless specifically contracted to review and verify the acct .cy of such information. 20. Norris Design reserves the right to utilize any docume or products developed under this agreement for marketing and promotional purposes.The Client may res t Norris Design in the use of these documents or products upon written notice to Norris Design prior to deve•4ment of these documents or products. 21. Either party may terminate this agreement upon 30 days written n• 'ce to the other. Upon termination Norris Design will provide Client all task items billed and paid for and Client .II pay all fees and costs for tasks completed at time of termination. 22. If any part of this agreement shall be held unenforceable,the rest of this agre-• ent shall nevertheless remain in full force and effect. B. Specific Terms 1. This Proposal does not include fees for Web Site programming, project photography or the development of animations or videos. C. Standard Hourly Rates Principal $100.00-$130.00/Hour Senior Planner/Landscape Architect $80.00-$100.00/Hour Planner/Landscape Architect $65.00-$80.00/Hour Graphic Designer $80.00-$90.00/Hour Photographer $130.00/Hour IT $90.00/Hour Specialist 90.00/Hour p Clerical $65.00/Hour D. Fee Schedule Task 1: Information Gathering and Base Map Development $ 1,100 Task 2: Project Kick-off $ 1,400 Task 3: Framework Landscape Plan $ 3,100 Task 4: Conceptual Landscape Master Plan $ 3,250 • Task 5: Design Development $ 6,800 -6- r F(a. _,.i I E:°ta, 1101 Bannock Street Denver,Colorado 80204 . J 303.892.1166 NORRIS DESIGN Total Fee: $15,650 (Excludes Reimbursable Expenses)Reimbursable Expenses shall not exceed$500. If additional expenses are requested by the client all fees shall be approved prior to printing. E. Acceptance and Agreement Norris Design shall provide the services described within the Scope of Work per the Fee Schedule as identified in this proposal.The undersigned shall provide payment based on the Agreement Qualifications and the Terms and Conditions as identified in this proposal. If the conditions of this contract are acceptable,please sign and return a copy for our files.We look forward to working with you on this project. Norris Design,Inc. Eagle County Housing Department Name Name Principal Title Title May 30,2014 Date Date -7- ��, P,, TC i C,i I •ii ;: i.:) d d: r s l:.it:yTi= EXHIBIT B INSURANCE CERTIFICATE 12 LCV Professional Services Final 5/14 Client#:69569 8NORRDES ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/09/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis of Colorado,Inc. PHONE 303 722-7776 FAX No): 720-524-0130 2000 South Colorado Boulevard _(A/C,ao`EXC�: Tower II,Suite 900 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Denver,CO 80222 INSURER A:Hartford Casualty Insurance 29424 INSURED INSURERS:Hartford Fire Insurance Company 19682 Norris Design,Inc. Wesco Insurance 25011 1101 Bannock INSURER C Denver,CO 80204 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR SUER WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MOLIC/YEFF (MOLIC/YYYY) A GENERAL LIABILITY 34SBAPN3428 11/05/2013 11/05/2014 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea ocMcuE ence) $500,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $4,000,000 7 POLICY X ECO- LOC $ A AUTOMOBILE LIABILITY 34SBAPN3428 11/05/2013,11/05/2014 COMBINED SINGLE LIMIT 2,000,000 (Ee accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Par accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) A X UMBRELLAilAB X OCCUR 34SBAPN3428 11/05/2013 11/05/2014 EACH OCCURRENCE S1,000,000 EXCESS LIAB I CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$10,000 $ B WORKERS COMPENSATION 34WECBN5848 11/05/2013 11/05/2014 X WCSTATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Profess Liab ARA1119611-00 02/03/2014 02/03/2015 $1,000,000/claim&aggr $10,000 retention DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required) ADDITIONAL NAMED INSUREDS: NORRIS DULLEA COMPANY,LLC;NORRIS DESIGN AZ, LLC;NORRIS DESIGN IL,LLC;AND NORRIS D TEXAS,LLC Project Description:Written Contract The following are Additional Insureds as respects General Liability and auto liability only if required by (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Lake Creek Village,LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Jill Klosterman; ACCORDANCE WITH THE POLICY PROVISIONS, P 0 Box 850 Eagle,CO 81631 AUTHORIZED REPRESENTATIVE 74Z4 ) ; W ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1102130/M1092869 8LHAN DESCRIPTIONS (Continued from Page 1) written contract and coverage applies only as respects ongoing operations performed by the Insured for the Additional Insureds.All coverage terms,conditions and exclusions of the policy apply. Additional Insureds: Lake Creek Village,LLC. The General Liability coverage is Primary per the policy terms&conditions only if required by written contract. The Workers'Compensation and General Liability policies include a Waiver of Subrogation in favor of the Additional Insureds only if required by written contract. SAGITTA 25.3(2010/05) 2 of 2 #S1102130/M1092869