HomeMy WebLinkAboutECAT12-004 Landscape Technology Group AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND LANDSCAPE TECHNOLOGY GROUP 1 3 THIS AGREEMENT is made thisAk day of , 2012, by and between the Eagle County Air Terminal Corporation ( "ECAT "), and Landscape Technology Group ( "Contractor "), a Colorado Corporation with a principal place of business at 3288 Cooley Mesa Road, Al, Gypsum, Colorado 81637. WHEREAS, ECAT is in need of a consultant to provide options for an updated terminal - landside landscape design at the Eagle County Regional Airport (the "Facility "). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said product and/or services to ECAT; and WHEREAS, ECAT and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and ECAT in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, ECAT and Contractor agree as follows: ARTICLE 1— WORK 1.1 Contractor agrees to provide all services, labor, personnel and materials to perform and complete the services set forth in Contractor's proposal dated March 28, 2012, attached hereto as Exhibit A and incorporated herein by this reference (hereinafter "Services" or "Work "). The Work is generally described as preparing four options for revisions to the most current version of the Facility's landscape plan dated July 10, 2010 for consideration by ECAT. Contractor and will use its expertise, skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. ARTICLE 2 — ECAT'S REPRESENTATIVE 2.1 The Eagle County Terminal Manager, shall be Contractor's contact with respect to this Agreement and the performance of the Services. ARTICLE 3 — TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect until the Services are satisfactorily completed in accordance with the terms of this Agreement. ARTICLE 4 — COMPENSATION 4.1 For the services to be provided under Exhibit A, (the "Base Services "), ECAT will pay Contractor at the rate of sixty five dollars ($65.00) per hour. Contractor guarantees that all Base 1 VAT I -OH Services will be completed for a total compensation amount not to exceed three thousand dollars. Additional design services beyond the Base Services described in Exhibit A may be conducted at a rate of sixty five dollars ($65.00) per hour. However, the maximum amount of compensation under this Agreement shall not exceed three thousand dollars ($3,000) without a signed amendment to the Agreement. 4.2 Payment will be made for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide ECAT with such other supporting information as ECAT may request. 4.3 ECAT will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to ECAT nor shall any payment be made to the Contractor in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that ECAT is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ARTICLE 5 CONTRACTOR'S REPRESENTATIONS In order to induce ECAT to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder, the Facility, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. 5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 5.4 To the extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 5.5 To the extent possible Contractor, has given ECAT written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 5.6 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to like contractors. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor 2 shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. ARTICLE 6 — ENTIRE AGREEMENT 6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement, along with the attached Exhibit A. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 7 — MISCELLANEOUS 7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 7.2 ECAT and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement. 7.3 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 7.3.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 7.3.2 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. 7.3.3 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 3 Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150. shtm 7.3.4 The Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. 7.3.5 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 ECAT within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 7.3.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). 7.3.7 If a Contractor violates these prohibitions, ECAT 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 ECAT as required by law. 7.3.8 ECAT will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and ECAT terminates the Contract for such breach. 7.4 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 7.5 Contractor acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant agreements for the performance of any of the Services or without ECAT's prior written consent, which may be withheld in ECAT's sole discretion. ECAT shall have the right in its reasonable discretion to approve all personnel assigned to perform the Work and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub - consultant, as approved by ECAT and to the extent of the Services to be performed by the sub - consultant, to be bound to Contractor by the terms of this Agreement, and 4 to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward ECAT. ARTICLE 8 - JURISDICTION AND VENUE: 8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 8.2 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. ARTICLE 9 - INDEMNIFICATION: 9.1 The Contractor shall indemnify and hold harmless ECAT and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT 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 Contractor or any of its subcontractors hereunder; and Contractor shall reimburse ECAT for any and all legal and other expenses incurred by ECAT 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 ECAT to the extent that ECAT is solely liable to such third party for such claims without regard to the involvement of the Contractor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: All documents (including electronic files) and materials which are obtained during, purchased or prepared in the performance of the Services shall remain the property of ECAT and are to be delivered to ECAT before final payment is made to Contractor or upon earlier termination of this Agreement. ARTICLE 11 - TERMINATION: 11.1 ECAT may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the reason and date upon which termination becomes effective. In such event, Contractor shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. 5 ARTICLE 12 — NOTICE 12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: ECAT: Eagle County Air Terminal Corporation Attention: Chris Anderson P.O. Box 850 Eagle, Colorado 81631 (970) 328 -2680 (p) (970) 328 -2687 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8699 (f) The Contractor: Landscape Technology Group, Inc. P.O. Box 5147 Vail, Colorado 81658 970 - 748 -1939 (p) 12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ARTICLE 13 — INDEPENDENT CONTRACTOR 13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between ECAT and Contractor or ECAT and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of ECAT. Contractor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of ECAT. ARTICLE 14 — INSURANCE REQUIREMENTS 14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: 6 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. Comprehensive liability and property damage insurance issued to and covering Contractor and any subcontractor with respect to all Work performed under this Agreement and shall also name ECAT as an additional insured, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. // REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION, by and through the Eagle County Manager i By: eith Montag, Eagle County M. ager CONTRACTOR: Landscape Te o o y Gro p By: , Ai� Title: 4 4/%4 ■ STATE OF C. ) )ss. COUNTY OF ,�\� ) The foregoing instrument was acknowledged before me by Cz..�:,c ,r L.to_of - -\--,_, , _ is 'C% day of .„--;,,,,_ , 2012. My commission expires: 3 V 7 --(A -, , -�� L 1\ ,S s--- Notary Public 8 EXHIBIT A [INSERT PROPOSAL AND /OR SCOPE OF WORK] 9 Post Office Box 5147 pi Vail, Colorado 81658 • 1 it Oa • - Ottice (970) 748 -1939 r t t Fax (970) 748 -0031 Landscap•VailOaot corn TECH NOTES To Greg Phillips and Date March 28, 2012 RESPONSE REQUESTED Chris Anderson From Chris Ponder Project Airport Landscape SITE VISIT MEETING Re Landscape Design Notes PHONE And Scope NOTES Thank you for meeting with us to discuss moving forward on creating a landscape design for the Airport parking areas. This note summarizes our discussions and lays out the scope of design revisions to be prepared. Design Revision Scope: The Eagle County Airport provides a gateway to the region for our guests. The overall guiding principle is a design which parallels the beautiful scenery and characteristics of our resort communities . The most current version of the landscape plan (7/10/2010) will be revised based on the goal of producing design & budget options, for presentation to the County Commissioners. The goal is to provide four options to present to the Commission. The four options will include: 1) Continue with the current landscape as it is 2) Install native or manicured grass in all parking landscape areas 3) A detailed landscape scope with all of the planting and landscape features we have identified as interesting and applicable to this project. 4) A landscape plan that represents a reduced scope of the planting and landscape features included in option 3. The landscape plan revision for options 3 & 4 will follow the concepts previously discussed: • This version will focus on the areas we identify as key focal points in the landscape. • These areas will be designed with boulders, trees, shrubs, grasses and ornamental plantings to provide impact in the most important locations. • The areas between the key focal points (shown as cobble in the current version of the plans), will take on a more native and low maintenance characteristics within the plantings and native grasses. The plans will take into consideration: • The concepts of Summer and Winter visual impact • Creating a lasting impression of the Eagle Valley with our guests • Developing a design requiring minimal maintenance; with a focus on sustainable water use practices. • Lighting, sculpture or other design elements that lend themselves to our guiding principles of creating a welcoming experience for guests. • Landscape design concepts in the area south of the parking area between the parking area and the bike path. • Landscape design for the entry sign and areas adjacent to it. Budgets will be produced for each individual landscaped island: • Discussions on possible project phasing scenarios can then occur. • The plans and budgets may then be used to determine final design options to present to the commission. - 1 - :. Post Office Box 514Y • Iri Vail, Colorado 8 688 a • • Office (010)748 -1 938 Fax (970)748 -0031 LandscapeVaifoaol oom • Sketches or photo simulations, of two to three key scenes will be prepared for presentation purposes once the design has been formulated. These sketches and designs will be provided in any digital and hardcopy forms requested for the creation of concept proposals The fees for the design services detailed above are not to exceed $3,000. Additional design services beyond this scope may be conducted at a rate of $65 per hour. Please call with any questions or clarifications or additions to the scope of design services outlined above. Best regards, Chris Ponder Landscape Technology Group chris @landscapetechnologygroup.com 970 - 904 -0106 -2- ♦ J EXHIBIT B [INSERT INSURANCE CERTIFICATE] 10 Aco CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 10/13/2011 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 Teresa Heupel Keller -Lowry Insurance Inc PHONE . : ( 303 ) 756 -9909 Am N (303) 756 -8818 1777 S Harrison St #700 A DD I R E SS: icanhelp @kellerlowry. com PRODUCER 00001885 CUSTOMER ID #. Denver CO 80210 INSURERS) AFFORDING COVERAGE NAIC # INSURED INSURERA:SeCUra Insurance Companies 22543 INSURER B :Pinnacol Assurance 41190 Landscape Technology Group Inc. INSURERC: Po Box 5147 INSURER D : INSURER E : Vail CO 81658 INSURERF: COVERAGES CERTIFICATE NUMBER:11 -12 GL, AU, UM 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. INSR TYPE OF INSURANCE ADDL SUBR POUCY EFF POLICY EXP LIMITS LTR INSR WVD POUCY NUMBER (MM/DDIYYYY) M/ (MDD/YYY`n GENERAL UABIUTY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) $ 100,000 A CLAIMS -MADE X OCCUR TC3138649 5/20/2011 5/20/2012 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY n JECT fl LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO A ALL OWNED AUTOS P.3138650 5/20/2011 5/20/2012 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) NON -OWNED AUTOS Medical payments $ Uninsured motorist BI- single $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ B WORKERS COMPENSATION X I WC STATU- OTH- AND EMPLOYERS' U\BIUTY Y / N TORY I IMITS FR ANY PROPRIETOR/PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? NIA 4056406 5/1/2011 5/1/2012 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 100,000 If yyes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) CERTIFICATE HOLDER CANCELLATION [Fax: 9703282687] SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Air Terminal Corporation ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 850 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE T Sibelius CIC CRM /TM ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved. INS025 (200909) The ACORD name and logo are registered marks of ACORD