No preview available
HomeMy WebLinkAbout1 - WC Muchow and Walker McGough Foltz Lyerla architectsP sJ Y AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO o W.C. MUCHOW AND PARTNERS INC. and WALKER MCGOUGH FOLTZ LYERIA, P.S. Z � �,g EAGLE COUNTY CRIMINAL JUSTICE CENTER - ARCHITECT THIS AGREEMENT is made this jr/ day of p es,� 1982, by and between the County of Eagle, State of Colorado, by and through its Board of County Commissioners, hereinafter referred to as the "Owner ", and W.C. Muchow and Partners Inc., and Walker McGou9b Foltz Z #A 1 (/L/Lyer`a, P.S., a joint venture, hereinafter referred t5 as �a; "Architect ". WITNESSETH, it is the intention of the Owner to undertake the planning and construction of the Eagle County Justice Criminal Center, hereinafter referred to as the "Project ". The Project is located on approximately 27.5 acres of land north and east of the Town of Eagle, Colorado, along Eagle County Road No. 5 -35 in Tracts 61, 69 and 70, Sections 28 and 33, Township 5 South, Range 84 West of the Sixth P.M., County of Eagle, Colorado. NOW, THEREFORE, the Owner and the Architect, for the considerations hereinafter set forth, agree as follows: ARTICLE I. SCOPE OF PROJECT The Proposed Scope of the Project is as set forth in the Project Planning Document entitled "Eagle County, Colorado, Criminal Justice Center, Needs Assessment and Building Program" prepared by the Citizen's Criminal Justice Advisory Committee and Gerstenberger Associates, Boulder, Colorado, dated September, 1981, revised January, 1982, herein- after referred to as the "Project Planning Document." The Project Planning Document is by reference hereto made a part of this Agreement the same as if fully written herein. ARTICLE 2. OTHER DOCUMENTS AFFECTING THIS AGREEMENT Other documents affecting this Agreement are the Project Planning Document, and "General Conditions of the Contract ", AIA Document A201. Copies of these documents when prepared shall be attached to this Agreement and made a part hereof by reference. ARTICLE 3. TIME OF COMMENCEMENT AND COMPLETION 3.1 The Project Planning Document includes the design schedule required to complete the Project at the earliest date consistent with good workmanship and the efficient conduct of the Project. 3.2 The Architect agrees to begin work on the project promptly upon receipt of a fully executed copy of this Agreement, and to pursue its work with diligence and assiduity through the various Design Phases, and to submit required documents for review in sufficient time to meet the intended starting and completion date of construction. ARTICLE 4. FEES 4.1 The Owner shall compensate the Architect for the Pre - Schematic Design Phase and the Schematic K 4 Design Phase performed in accord with the Terms and Conditions of this Agreement, the Basic Fee of 20% of 7 -1/2% of the estimated amount of the construction cost for the Project as determined by an independent estimator whose services are an additional expense to the Owner and who is mutually agreed upon by the Owner and the Architect. Upon completion of the Schematic Design Phase set forth in Paragraph 5.4 hereinbelow, the Owner and the Architect shall agree to the scope of work and to a flat fixed fee consistent with the foregoing 7 -1/2% amount for the remainder of the work, which shall then constitute together with the Pre - Schematic Design and Schematic Design fee, the Basic Fee. 4.2 Subject to Paragraph 4.5 hereinbelow, upon submission of a monthly progress payment invoices detailing work performed, and the approval of the Owner, payments on account of the Architect's Basic Services shall become due and payable within 30 days. In no case shall the compensation for Basic Services exceed the following cumulative percentages of the Basic Fee for completion of the phases of the work as indicated hereinafter: PHASE % of Fee /Cumulative (a) Upon approval of Pre- Schematic DesignPhase .......... .............................5% (b) Upon approval of Schematic Design Phase................. ............................20% (c) Upon approval of Design Development Plan .........35% (d) Upon approval of Construction Document Phase............. ............................... ,75% 3 th :. 71 b a (e) During the Construction Phase, monthly in proporgtion to the progress of the work, up to and including final inspection and acceptance ..... 95% kh IM Wfi Upon the submission of As -Built Drawings and••• ..100% Final Report ............................ . 4.3 Payments for Additional Services of the Architect as defined in Article 6 and for Reimbursable Expenses as defined in Article 11 shall be made at the time of the monthly payments. 4.4 No deductions shall be made from the Architect's Compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors. 4.5 The Architect acknowledges and is hereby given notice that financial obligations of the Owner payable after the current fiscal year and all fiscal years thereafter are contingent upon funds for this Agreement being appropriated, budgeted and otherwise made available. ARTICLE 5. BASIC SERVICES 5.1 The Architect shall provide professional services for the Project in accord with Articles 5.1 through 5.19, inclusive, and the Terms and Conditions of this Agreement and the other documents affecting this Agreement (Article 2). 5.2 The Architect hereby designates the following representative who shall be authorized to act in the Architect's behalf in rendering decisions pertaining to the Architect's work pursuant to r� t tt t t s t � the Terms and Conditions of this Agreement, in order to avoid unreasonable delay in the progress of Architect's work: Name: J. Michael Jacoby Address: W.C. Muchow and Partners Inc. 1725 Blake Street Denver, Colorado 80202 Telephone: 303 - 534 -5800 5.3 PRE - SCHEMATIC DESIGN PHASE Prior to starting the Schematic Design Phase, the Architect shall consult with the Owner to ascertain the requirements of the Project, and shall confirm such requirements with the Owner. The Architect shall then submit to the Owner for approval, an analysis of the needs assessment identifying a cost model budget and master schedule for physical planning and construction. In addition, the Architect shall submit a listing and justification of all design criteria including mechanical and electrical. 5.4 SCHEMATIC DESIGN The Architect shall prepare and submit for approval by the Owner, Schematic Design Studies based on the scope of work identified in the Project Planning Document, leading to a recommended solution, together with a general description of the project. These studies shall include: (a) Budgetary Cost Model (Article 4.1), to be used as a master budget control, in the same format as shown in the Project Planning Document. A s� (b) A preliminary estimate of construction costs compared with the Budgetary Cost Model. (c) Building areas, net and gross, from schematic floor plans compared with approved areas and Court approved standards, in tabular form and on floor plans, gross building volume. (d) Current design and construction schedules compared with Master Schedule. (e) A value analysis of the siting of proposed design. (f) A value analysis of all site improvements and utility services for the proposed design. (g) Single line drawings to include at least: site plan; floor plan; elevations; building sections; outline of functional areas and their size within the building; preliminary layouts of critical equipment and furniture. (h) Reasonable necessary renderings or perspective drawings to fully portray the Project. 5.5 DESIGN DEVELOPMENT PHASE The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents which shall include: (a) Building areas, net and gross, from floor plans compared with approved areas and Court approved standards, in tabular form and on floor plans, gross building volume. C:1 t � (b) A value analysis of proposed building materials including unit costs, availability and life -cycle costs. Life -cycle costing shall be considered an additional expense. (c) An analysis of major building systems including unit costs, availability, life -cycle costs, and yearly energy efficiencies. Life -cycle costing shall be considered an additional expense. (d) Analysis of the structure as it relates to the Uniform Building Code and other pertinent regulations. (e) Current design and construction schedule compared with master schedule. (f) Scale dimensioned drawings in sufficient detail to describe site plan, floor plans, elevations, building sections, typical wall sections, outline room finish schedule, equipment and furniture layouts, structural, mechanical and electrical systems. (g) Outline specifications delineating all the components of the project and their important characteristics. 5.6 The Architect shall submit to the Owner an estimate of Construction Cost compared to the Cost Model. 5.7 CONSTRUCTION DOCUMENT PHASE The Architect shall prepare from the approved Schematic and /or Design Development Documents, working drawings and specifications setting forth in detail and prescribing the work to be done and NA t the materials, workmanship, finishes, and equipment required for the engineering, archi- tectural, structural, mechanical, electrical, and site work, and for service - connected equipment; and assemble the necessary bidding information, proposal and contract forms, and conditions of the contract for approval by the Owner. These Con- struction Documents, when submitted for approval, shall include: (a) Complete architectural, structural, mechanical and electrical design drawings. These drawings shall be on mylar or any equally durable and reproducible material. If the project is a structure, the title sheet of the project shall reflect an accurate take -off of: (1) Gross square footage (2) Gross building volume (3) Net assignable square footage This take -off shall be made in accordance with definitions published by the Office of State Planning and Budgeting, which defi- nitions are by reference hereto made a part of this Agreement the same as if fully written herein. These original drawings shall each bear the seal and signature of the Architect and appropriate responsible professional Engineering Consultants. (b) Complete Bidding Documents, Architectural, Structural, Mechanical and Electri,al�`� Specifications. The format for these Opp( technical specifications shall be a modified version of "The CSI Format for Construction Specifications" published by the Construction Specifications Institute which shall be submitted by the Architect to the Owner for its prior written approval. (c) Design data forming the basis for drawings and specifications. (d) The Architect shall furnish copies of the Construction Documents, subject to limitations hereinafter set forth as follows: For Bidding: Sufficient sets to insure distribution among prime contractors and subcontractors in accordance with the advertisement for bids. For Contract Documents: The Owner will require up to nine (9) sets for the contract documents. These con- struction documents may be the same as those used for bidding purposes. For Construction: Each prime con- tractor shall be furnished with a reasonable number of sets or partial sets of the construction documents to insure prompt prosecution of the work. (e) Construction Schedule compared with master schedule. (f) Detailed inventory of movable equipment, by room, and specified as to whether it is to be purchased and /or moved, with cost 9 estimates. This service shall be provided as an additional service. 5.8 The Architect shall submit to the Owner a further estimate of Construction Cost as provided by an independent cost estimator mutually agreed upon and provided as an additional service, and as indicated by fully developed requirements and current market conditions and compared with the Cost Model. 5.9 The Architect shall assist the Owner in filing the required documents for the approval of govern - ! mental authorities having jurisdiction over the Project. 5.10 In the event that bids, and /or estimates, and design fees exceed the Total Project Cost of this Agreement then the provisions of Article 8 hereof, "Limitations of Project Cost" shall apply. 5.11 The Architect shall provide such assistance in obtaining bids, evaluating, or negotiating proposals and in awarding and preparing construction contracts as the Owner may request. 5.12 CONSTRUCTION PHASE The Construction Phase will begin with the issuance of Notice of Award of Contract. The Owner shall issue appropriate Notices to Proceed to each Prime Contractor, which shall fix and definitely establish the beginning dates of Time of Performance for each prime contract, and the required completion dates. 5.13 The Architect's responsibilities during the Construction Phase shall be set forth herein- 10 (j) Inspect all mechanical work following its installation and prior to its being covered or enclosed. (k) Inspect all electrical work following its installation and prior to its being covered or enclosed. (1) Provide general administration of the per- formance of construction contracts, including liaison and observation of the work to insure substantial compliance with plans and specifications, which observation shall be by qualified and mutually agreed upon representatives of the Architect's firm. (m) Require all consultants participating in the design of the project, and as named in Article 15 of this contract, to provide liaison and observation services with respect to their portions of the design as indicated in (1) above. (n) Schedule and conduct final review of each construction phase and of the project, coordinating the date for such inspection with the Owner. (o) Assemble written guarantees, affidavits, manuals of instruction for operation, and other required and closing papers of the contractors, issue AIA certificates of final completion, final AIA request and certificates for payments, and set date for beginning of the guarantee period, 12 4, after. The Architect's responsibilities shall include the following: (a) Attend a regular schedule of periodic meetings as required by the status of the work and as established by the Owner and Prime Contractors. Such periodic meetings shall be conducted at least every two weeks and shall be maintained throughout the entire construction period and shall be for the primary purpose of assessing the progress of the work and taking such remedial actions as are necessary to assure required progress and completion within the contract time. (b) Process and review shop drawings and other required submissions of contractors promptly. (c) Prepare change orders as required, and have such change orders properly executed and approved before allowing work on account thereof. (d) Process contractors' applications for payment promptly for authorized work and issue requests for payment. (e) Inspect all bearing surfaces of excavations before concrete is poured. (f) Inspect all reinforcing steel after installation and before concrete is poured. (g) Observe pouring of structural concrete. (h) Evaluate laboratory reports on all concrete. (i) Inspect all structural steel during and after erection and prior to its being covered or enclosed. 11 5 w y forwarding all closing papers to the Owner in duplicate. (p) Serve the Owner as described in this Con- tract, and within the limits and conditions of this Contract, guarding the Owner against defects and unsatisfactory workmanship, but not guaranteeing performance of the construction contractors. If, in the opinion of the Architect, the work is not being carried out in a sound, efficient and skillful manner, the Architect may temp- orarily suspend the work in accordance with the General Conditions of the Contract, AIA Document A 201, and shall notify the Owner setting forth the reasons. The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the work, for the acts or omissions of the contractor, subcontractors or any other persons performing any of the work, or for the failure of any of them to carry out the work in accordance with the contract documents. (q) The Architect shall conduct an instructional seminar for the Owner and its maintenance and operations personnel. The purpose of the seminar is to review operating and maintenance manuals which shall be submitted to Owner in triplicate, and to fully acquaint operating personnel with the 13 building, its systems and operation, and maintenance procedure compatible with the design. 5.14 The Architect agrees that its representatives on the construction project shall be qualified by training and experience to make decisions and interpretations of plans and specifications, and shall be empowered by the Architect to do so; such decisions and interpretations shall be binding upon the Architect as if made by it: all such decisions shall be confirmed in writing at the earliest reasonable date, with copies to the Owner, conditioned that such decisions and inter- pretations shall not modify adversely the requirements of the contract documents; if in the opinion of the Owner, such representatives are either negligent or unqualified to perform their duties; the Architect's representative shall be replaced promptly and without protest at the request of the Owner, and all of the above in this paragraph shall be applicable to consultants referred to in Paragraph 5.13(m) above. 5.15 POST- CONSTRUCTION PHASE When the work is complete and ready for acceptance, the Contractor, under the General Conditions of the Contract, AIA Document A 201, is required to file a written Notice including a list of items to be completed or corrected with the Architect, who in turn shall notify the Owner, that the work, in the Opinion of the Contractor, is complete under the terms of the Contract. This Notice shall receive prompt action by the notified parties. 14 and inform to the Owner when such have been completed. 5.16 Upon completion of the Project, the Architect shall correct the drawings to conform to the Project as finally constructed, and shall deliver to the Owner a reproducible mylar plus 5 copies of the corrected "As- Built" drawings. 5.17 Prior to final payment, the Architect shall prepare and deliver to the Owner the original plus 5 copies of a Final Report as shown in Project Planning Document. (see attached Final Report requirement). 5.18 The final five percent (5 %) of the total fee of the Architect shall be retained until delivery of the "As- Built" drawings and Final Report to the Owner; final payment shall be made to the Architect within fifteen days following such delivery. 5.19 OTHER PROFESSIONAL SERVICES The Architect certifies that persons rendering architectural services in accord with the Terms and Conditions of this Agreement shall be Registered Professional Architects in the State of Colorado, and hereby agrees that all plans, specifications, detail drawings, construction inspection, etc., for engineering work pertaining to heating, ventilating, refrigeration, power service, or other mechanical, electrial or structural work shall be done by the Architect's own organization, by men regularly engaged and particularly qualified by experience and training to do this work, or agrees to employ without 16 additional cost to the Owner and subject to the approval of the Owner the services of a Registered Professional Engineer, which contract shall bind the Engineer to terms and responsibilities sub- stantially as set forth herein regarding design and inspection services. Copies of this agreement shall be furnished to the Owner. ARTICLE 6. ADDITIONAL SERVICES OF THE ARCHITECT In the event the Owner requests in writing that the Architect perform services over, above, and beyond the Basic Services described in Article 5. hereof, then the Architect shall be paid for such additional services as hereinbefore provided. Additional Services, for which additional compensation shall be allowed, are as described hereinafter. (a) Revising previously approved working drawings or specifications to accomplish changes ordered by the Owner, except where required to get the cost within the Total Project Cost. (b) Preparing drawings and specifications for alternate bids for work above that originally contemplated in this Agreement, which are ordered by the Owner and the fee agreed upon, in writing, prior to the design, which was rejected due to lack of funds. When alternates are used to assure keeping project within the appropriation, no additional fee shall apply. (c) Assist the Owner in arranging for the work to proceed should the Contractor default due to delinquency or insolvency. 17 Within ten (10) days after the Contractor files written Notice, the Architect, the Owner and the Contractor shall make a "final inspection" of the Project. A final punch list shall be agreed to by the Architect and the Owner, and made in sufficient detail to fully outline to the Contrator: (1) Work to be completed, if any; (2) Work not in compliance with the drawings or specifications, if any; (3) Unsatisfactory work, if any. The punch list shall be transmitted by letter to the Contractor and the Owner by the Architect. The Architect shall acknowledge to the Owner that the project has substantially been completed in accordance with the contract documents, all items on the final punch list satisfied, and recommend the acceptance of the Project. The Architect, the Owner and the Contractor, shall make at least two complete inspections of the work after the work has been accepted. One such inspection, the "Six -Month Guaranty Inspection," shall be made approximately six (6) months after the acceptance of the work; and another such inspection, the "Eleven -Month Guaranty Inspec- tion," shall be made approximately eleven (11) months after the acceptance of the work. Written punch lists and reports of these inspections shall be made and forwarded to the Contractor and the Owner within ten (10) days after completion of the inspection by the Architect. The Architect shall follow through on all punch list items and advise 15 ARTICLE 7. THE OWNER'S RESPONSIBILITIES 7.1 The Owner shall provide full information as to its requirements for the Project, consistent with the Appropriation. 7.2 During the design phases of the Project, the Owner hereby designates the Eagle County Criminal Justice Advisory Committee by and through its Chairman as its primary representative authorized to act in its behalf, to examine documents submitted by the Architect, and render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's work. The Owner's representative shall attend job meetings scheduled by the Architect and shall be empowered to make commitments for the Owner at such meetings. 7.3 Subsequent to the design phases of the Project, the Owner hereby designates Brad Jones, Eagle County Administrator, as its administrative representative authorized to act in its behalf, to coordinate meetings and disperse information between the Architect, the Owner, and the Criminal Justice Advisory Committee, and to render administrative decisions on a daily basis when the Owner or the Criminal Justice Advisory Committee are not readily available, in order to avoid unreasonable delay in the progress of the Architect's work. 7.4 The Owner shall furnish to the Architect, at the Owner's expense, a survey of the site, giving grades and lines of roads, pavement, and adjoining w u 1 ARTICLE 10. DIRECT PERSONNEL EXPENSE 10.1 Direct Personnel Expense includes that of employees engaged on the Project (as architects, engineers, designers, job captains, draftsmen, specification writers, inspectors and secretaries) in consultation, research, designing producing drawings, specifications, and other documents pertaining to the Project. Hourly rates shall be in proportion to regular salaries. 10.2 Direct Personnel Expense includes cost of salaries and of mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. For the purpose of this Contract, these costs shall be calculated as an additional twenty (20) percent of the direct payroll salaries. ARTICLE 11. REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to the fees for Basic Services and Additional Services, and are for actual expenditures made by the Architect, its employees, or its consultants in the interest of the Project. Reimbursement in the amount of actual expenditures shall be made by the Owner to the Architect for expense of transportation in connection with the project; long distance communications other than to Eagle; reproductions; and postage. ARTICLE 12. ACCOUNTING RECORDS OF THE ARCHITECT Records of the Architect's personnel, consultant, additional services and reimbursable expenses pertaining to the Project, and records of accounts 21 a property, rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, elevations at grid points; locations, dimensions, and data pertaining to existing buildings, utilities and trees; furnish tests and reports necessary for determining subsoil conditions; and furnish structural, mechanical, chemical, and other laboratory or field tests, inspections and reports as required. 7.5 The Owner shall arrange for such legal, auditing, and insurance counseling as may be required for the Project. 7.6 If the estimated construction cost is in excess of any limit stated herein, the Owner shall cooperate in revising the Project scope and quality as is necessary to effect a reduction in the cost estimate consistent with the authorized Total Project Cost. ARTICLE 8. LIMITATIONS OF PROJECT COST 8.1 TOTAL PROJECT COST The total Project Cost as defined in the Project Planning Document shall include all costs and expenses for which the Architect is responsible, including the design fee. 8.2 COST LIMITATIONS The Total Project Cost, as indicated in this Agreement, is derived from a specific appropriation of funds specifically provided for the particular project described on Page 1. Accordingly, it shall be a condition of this Agreement, that the Architect shall conform its plans to a design the construction cost of which, 19 together with the addition of design fees, shall not exceed the Total Project Cost. 8.3 In the event that during the several stages of development of the Architect's plans, the estimate of construction cost together with design fees exceeds the limitations set forth in this Agree- ment by more than 5 %, or in the event that after receipt of bids, the sum total of the lowest bona fide bids for the entire project together with design fees exceeds the limitation set forth in this Agreement by more than 5 %, then the Owner } shall have the right to require the Architect, without any additional cost to the Owner, to modify its plans and specifications or redesign the project as may be necessary to bring the construction cost plus design fees within the Total Project Cost. ARTICLE 9. CONSTRUCTION COST 9.1 The Total Construction Cost as herein referred to means the total cost of all work designed or specified by the Architect. 9.2 Construction costs shall be based upon the latest of the following sources: (a) The Architect's latest estimate of construction costs as defined in Paragraph 9.1 above. (b) Lowest or accepted bona fide contractor's proposals received for any or all portions of the Project, including alternate pro- posals requested by the Owner and included in the award of the contracts. (c) For completed construction, the Total Construction Cost of all such work. 20 a" between the Owner and the Contractors, shall be kept on a generally recognized accounting basis, and all such records shall be available to the Owner or its authorized representative at mutually convenient times. ARTICLE 13. OWNERSHIP OF DOCUMENTS The Construction Drawings, As -Built reproducible mylars, Specifications, Preliminary Studies, Preliminary Design Documents, all models and renderings shall be the sole property of the County of Eagle and shall be turned over to the Owner upon completion of the job or the termina- tion of this Agreement, whichever occurs sooner. The Owner agrees that these documents are not to be sold, transferred, assigned, or reused without written permission of the Architect. ARTICLE 14. TERMINATION The Owner shall have the right at any time to terminate this Agreement for any reason deemed sufficient by the Owner in the exercise of its judgment. In the event of any such termination the Architect shall be reimbursed for all expenses reimbursable hereunder and shall be paid for services properly performed in accordance with this Agreement to the date of termination, less any amounts previously reimbursed to the Architect or previously paid on account of the Architect's fee. If the Architect's fee has been specified on the basis of a definite or definitely ascertainable sum for the completion of services, the portion of such sum payable upon termination 22 'a s 5 hereunder shall be that amount which bears the same proportion to that sum as the percentage of services completed by the Architect which are related to that sum bears to one hundred (100) percent. The Architect agrees that a termination of the Agreement under this Article shall not constitute a breach of or default under this Agreement by the Owner and that the payments to the Architect as provided in this Article shall constitute full payment of all claims by the Architect against the Owner arising from a termi- nation of the Agreement hereunder. ARTICLE 15. PROFESSIONAL CONSULTANTS The Architect agrees to contract with the following Consultants for specialized portions of the work. Each such Consultant shall be required to comply with the conditions of this Agreement to the same extent as the Architect. The Owner shall approve all contracts with the following profes- sional consultants. Mechanical Engineer Electrical Engineer Firm Firm Address Address Structural Engineer Other (Specify) Firm Firm Address ARTICLE 16. CHANGES IN DRAWINGS Address The Architect shall maintain careful supervision over all changes in the final drawings in the 23 A 4 course of the work. All change orders shall be on Standard AIA forms, and the Architect shall keep a current record of all variations or departures from the drawings and specifications as originally approved. Every change order must be approved in writing by the Owner and the Architect, except that the approval of the Owner shall not be required in a case involving a matter of emergency, safety, or health. The Architect shall maintain records of all changes during the course of the work. ARTICLE 17. PROFESSIONAL ASSOCIATION PERMITTED The Architect may, with the prior written consent of the Owner, join with it in the performance of this Agreement any other duly licensed Architect or Architects or registered Engineers with whom it may, in good faith, enter into as association. ARTICLE 18. DISSOLUTION OF PROFESSIONAL ASSOCIATION In the event there is dissolution of the associ- ation, other than by death of a member, the Owner shall designate which former member shall continue with the work and may make all payments thereafter falling due in connection with the work directly to the person or persons so designated and without being required to look to the application of such payments as among the former members. ARTICLE 19. DEATH OR DISABILITY In the event of the death of one member of an association, the surviving member or members of the association, as an association, shall succeed to the rights and obligations of the original association hereunder. 24 ARTICLE 20. ASSIGNMENT OF AGREEMENT NOT PERMITTED Neither Owner nor Architect may assign its performance of this Agreement, or any money due or to become due by operation of this Agreement, without prior written consent of the other party. ARTICLE 21. EQUAL OPPORTUNITY In the performance of work under this Agreement, the Architect agrees to comply with the applicable provisions of the Colorado Anti - Discrimination Act of 1957. The Architect agrees that it will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. The Architect also agrees that it will take affirmative action to insure that applicants when employed are treated during employment without regard to their race, creed, color, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Architect also agrees to comply with the provisions of the Governor's Executive Order of April 16, 1975. ARTICLE 22. INSURANCE The Architect agrees to maintain in full force and effect an Errors and Omissions or Professional Liability Insurance Policy affording adequate coverage, as determined by the Owner for the duration of this Agreement and for at least two (2) years beyond the completion and acceptance of 25 the facility. The contract of insurance shall insure the Owner against all claims, damages, losses or expenses arising out of or resulting from the performance of Professional Services contemplated in this Agreement, provided that any such claim, damage, loss or expense is attributable to bodily injury, death, or to injury to or destruction of tangible property, or to failures of the structure or facility, or any of its components, including the loss of use resulting therefrom, and is caused, in whole or in part, by any negligent act, error or omission of the Architect, any consultant or associate thereof, anyone directly of indirectly employed by Architect, or anyone for whose acts any of them may be liable. The Architect shall submit a certificate of insurance at the signing of this Agreement and also any notices of renewals of the said policy as they occur. In addition, the architect shall take out and maintain at Architect's own expense: general liability insurance, including non -owned automobile liability in an amount not less than one million dollars; and Workmen's Compensation Insurance. Certificates of such insurance shall be furnished to the Owner at the time of signing of this Agreement and also any notices of renewals of said policies as they occur. ARTICLE 23. APPLICABLE CODES AND REGULATIONS 23.1 The Architect shall to the best of its knowledge, information and belief make certain that the drawings and specifications prepared by it are in 26 t ka q 4 t v ~ffi 4 full complilance with all applicable codes (including building codes), regulations, laws and ordinances, including both technical and administrative provisions thereof, of the political subdivision wherein the project is located. Such drawings and specifications shall conform to the current editions of the following Codes, as minimum at- nr%rlMrrle (a) Uniform Building Code of the International Conference of Building Officials; (b) Uniform Mechanical Code of the International Conference of Building Officials; (c) National Electrical Code of the National Fire Protection Association; (d) Uniform Plumbing Code of the International Association of Plumbing and Mechanical Officials; (e) State of Colorado Energy Conservation Standards; and (f) Uniform Fire Code of the International Conference of Building Officials and Western Fire Chiefs Association, Inc. If the Architect shall deviate from such codes regulations, laws or ordinances, then it shall at its own expense make such corrections in the construction documents as may be necessary for compliance, unless specifically waived in writing by the Owner. 23.2 The Architect shall to the best of its knowledge, information and belief comply at its own expense with the provisions of all state, local and 27 t� applied in the interpretation, execution and enforcement of this Agreement. Any provisions of this Agreement whether or not incorporated herein by reference which provides for arbitration by any extra - judicial body or person or which is other- wise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Agreement to the extent that the contract is capable of execution. 24.3 COLORADO LABOR PREFERENCE Provisions of 8 -17 -101, and 102, C.R.S. 1973, for preference of Colorado labor are applicable to this Contract if public works within the State are undertaken hereunder and are financed in whole or in part by public funds. ARTICLE 25. EXTENT OF AGREEMENT This Agreement and the documents incorporated by reference herein represent the entire and inte- grated Agreement between the Owner and the Architect and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument. ARTICLE 26. INCONSISTENT PROVISIONS In the event of any irreconcilable conflict, inconsistency, or incongruity between the provisions We ga 4� w- w federal laws, regulations, ordinances, requirements and codes which are applicable to the performance of work or services hereunder or applicable to the Architect as an employer or labor or otherwise. The Architect shall further comply to the best of its knowedge, information and belief with all laws, rules, regulations and licensing requirements pertaining to his professional status and that of his employees, partners, associates, subcontractors, consultants, and others employed or retained by it to render any services hereunder. ARTICLE 24. SPECIAL PROVISIONS 24.1 BENEFITS ACCRUING TO OTHER STATE OR COUNTY EMPLOYEES, OR OFFICERS 24.1.1 It is understood and agreed that no benefits, pay- ments or consideration received by the Architect for the performance of services pertinent to this Agreement shall accrue, directly or indirectly, to any employee, or employees; elected or appointed officers or representatives; or any other person or persons identified as agents of, or who are by definition public servants of the State of Colorado or the County of Eagle. 24.1.2 The signatories hereto aver that they are familiar with 28 -8 -301, et seq., (Bribery and Corrt�'j Influences) and 18 -8 -401, et se g., (Abuse of Public Office), C.R.S. 1973 as amended, and that no violation of such provisions is present. 24.2 GENERAL The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be contained contained reference Agreement IN WITNESS WHER Agreement in original first above written. ATTEST: in this Agreement and any of the provisions in any of the documents incorporated by herein, the provisions contained in this shall in all respects govern and control. EOF, the parties hereto have executed this and two (2) counterparts the day and year By: ,- 21erk to the ar of ounty Commissioners TiKe Y\0 ATTEST: By: Title COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS Xe Dale F. Grant, C airman P.O. Box 850 Eagle, Colorado 81631 (303) 328 -7311 THE ARCHITECT: W.C. MUCHOW and PARTNERS INC. By. t e: 725 B a et enver, Colo ado 80 T22 (303) 534 -5800 WALKER McGOUGH FOLTZ LYERIA, P.S. 30