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HomeMy WebLinkAboutECAT12-013 Norris Design AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND h NORRIS DESIGN, INC. THIS AGREEMENT is made this 1 P day of (V� W , 2012, by and between Eagle County Airport Terminal Corporation ( "ECAT "), and Norris Design, Inc., a Colorado corporation, with a mailing address of 1101 Bannock Street, Denver, CO 80204 ( "Contractor "). WHEREAS, ECAT desires to develop construction design documents and retain bid and construction administration services for landscaping improvements to the landside areas located at the Eagle County Regional Airport property (the "Airport"); WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said services to ECAT; and WHEREAS, EACT wishes to hire Contractor to perform the services outlined in Article 1 hereunder; 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, based upon the representations by Contractor set forth in the foregoing recitals, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including the promises set forth herein, the parties agree to the following: ARTICLE 1— WORK 1.1 Contractor will furnish all materials and labor necessary for completion of the scope of work (Phases 1 — 4) identified in Contractor's proposal dated August 23, 2012, attached hereto as Exhibit "A," and hereby incorporated by this reference (the "Services" or the "Work "). If no completion date is specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. 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. ARTICLE 2 — TERM OF AGREEMENT 2.1 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 satisfactorily completed in accordance with the terms of this Agreement. ARTICLE 3 — COMPENSATION 3.1 For the services satisfactorily performed in accordance with this Agreement, ECAT will pay Contractor the amounts provided in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed seven thousand eight hundred dollars ($7,800.00) without 1 .2 —Oi an executed amendment to the Agreement.. ECAT must approve in writing any additional services under this Agreement and the fees therefor prior to the commencement of such any such services. The fees for approved additional services shall be as set forth in an executed amendment to this Agreement. 3.2 Contractor must submit invoices by the fifth business day of each month. Payment will be made for Services satisfactorily performed will be made 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 and a detailed breakdown of all reimbursable expenses. Upon request, Contractor shall provide ECAT with such other supporting information as ECAT may request. 3.3 All invoices must be mailed or delivered in- person to the following address to ensure proper payment: Eagle County Airport Terminal Corporation P.O. Box 850 Eagle, Colorado 81631 3.4 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. 3.5 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 work done without the written approval in accordance with a budget adopted by the ECAT 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 4 CONTRACTOR'S REPRESENTATIONS In order to induce ECAT to enter into this Agreement, Contractor makes the following representations: 4.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder, the Airport 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. 4.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 4.3 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. 2 4.4 To the extent possible Contractor, has given ECAT written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 4.5 Consultant shall be responsible for the completeness and accuracy of the Services performed, including but, not limited to, the completion and accuracy of the construction and bid documentation described in Exhibit A hereto and all supporting data and other documents prepared or compiled in performance of the Services. Contractor shall correct, at its sole expense, all significant errors and omissions therein. The fact that ECAT has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors, with respect to similar services, in this area at this time. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. 4.6 Contractor shall coordinate all Work with the Eagle County Aviation Director or his designee and shall comply with any and all rules and regulations while working on Airport property. ARTICLE 5 — ENTIRE AGREEMENT 5.1 This Agreement and Exhibits A and B (the "Contract Documents ") represent the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibits A and B. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 6 — MISCELLANEOUS 6.1 The parties to this Agreement recognize that the Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement ECAT is relying upon the professional services and reputation of Contractor. Therefore, Contractor may not assign its interest in this Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of ECAT, which consent ECAT may withhold in its sole discretion. 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. 6.2 This Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. 6.3 Notwithstanding anything to the contrary contained in this Agreement, Eagle County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31, 2012 without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, 3 Article X, Sec. 20). 6.4 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 6.4.1 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 Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement 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 Agreement. 6.4.2 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. 6.4.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http:// www .dhs.gov /xprevprot/programs/gc 1185221678150.shtm 6.4.4 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. 6.4.5 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 4 information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 6.4.6 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). 6.4.7 If a Contractor violates these prohibitions, ECAT may terminate this Agreement for a breach of the contract. If this Agreement is so terminated specifically for a breach of this provision of this Agreement, the Contractor shall be liable for actual and consequential damages to ECAT as required by law. 6.4.8 ECAT will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Agreement and ECAT terminates this Agreement for such breach. 6.5 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. 6.6 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. ARTICLE 7 - JURISDICTION AND CONFIDENTIALITY: 7.1 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. 7.2 The Consultant and ECAT acknowledge that, during the term of this Agreement and in the course of the Contractor rendering the Services, the Contractor may acquire knowledge of the business operations of ECAT and the Contractor shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any knowledge, information or facts concerning any of the past or then business operations, pricing or other data of ECAT and shall retain all knowledge and information which it has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of ECAT, its successors and assigns during the term of this Agreement and for a period of five (5) years following the termination of this Agreement. ARTICLE 8 - INDEMNIFICATION: 8.1 The Contractor shall, to the fullest extent permitted by law, 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, 5 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 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 claim without regard to the involvement of the Contractor. ARTICLE 9 - OWNERSHIP OF DOCUMENTS AND MATERIALS: All documents (including electronic files) 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 10 - TERMINATION: 10.1 Either party may terminate this Agreement upon thirty (30) days written notice to the other. Any such termination shall be effected by delivery of a written notice of termination specifying the reason and date upon which termination becomes effective. In the event this Agreement is terminated, Contractor shall be compensated for all Services satisfactorily completed up to the date of termination and for approved expenses, if any, and Contractor shall provide ECAT with all task items and documents paid for by ECAT. ARTICLE 11— NOTICE 11.1 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: The County: Eagle County Air Terminal Corp. 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: Norris Design John Birkey 1101 Bannock St. Denver, CO 80204 (303) 892 -1166 (p) (303) 892 -1186 (0 6 11.2 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 12 — INDEPENDENT CONTRACTOR 12.1 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 13 — INSURANCE REQUIREMENTS 13.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: 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 7 13.2 Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to ECAT upon execution of this Agreement. / /SIGNATURE PAGE TO FOLLOW // 8 • 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, acting in his capacity as a Director of the EAGLE COUNTY AIR TERMINAL CORPORATION, BY: / � � AMP/ Keith Montag, Eagle County i . nager I NORRIS DESIGN, INC., a Colorado corporation By: Title: IA, G fAN A R /w6/ _ , STATE OF ) ss. COUNTY OF�� ) The foregoing instrument was acknowledged before me by ��,�� , as _�.� 4 of Norris Design, Inc., this_ day of , 2012. My commission expires: Notary Public 9 (EXHIBIT A NORJ JS DESIGN Planning l Landscape Architecture August 23, 2012 Eagle County Airport Gypsum/Eagle, Colorado Proposal for Landscape Architectural Design Services Scope of Work It is our understanding that Norris Design will be assisting the Eagle County Airport with the landscape architecture and irrigation construction and bid documentation for improvements to the landscape and signage at the airport in Gypsum, Colorado. We understand that the design development has been completed by others and our scope will include detailing the plant materials and specifications, irrigation design and specifications and creating a bid package that can be competitively bid to meet the needs of the Eagle County Airport. There are 18 separate areas within the airport property that will be improved. It is anticipated that your architect will take the lead on the detailing and structural design of the monument signs. This proposal assumes one initial submittal for your review and comment and one re- submittal with comments addressed for bidding. Phase 1 — Project Kickoff A. Attend (1) Project Kickoff Meeting and Visit Site B. Attain and Review Previously Developed Information (site analysis, existing conditions, soil sampling, photographs, design development plans, aerial photography, etc.) C. Develop Bases Relative to Landscape Based on Survey Information Provided by the Airport D. Coordinate and Attend (1) Consultant Team Meeting E. Attain (electronically) and Review Architectural and Landscape Drawings Phase 2 — Landscape and Irrigation Construction Documents A. Develop Landscape and Irrigation Construction Drawings B. Develop Division 1 General Conditions and Bid Unit Pricing and Division 2 Landscape and irrigation Specifications (Master format 2010) C. Develop (1) Minor Revision D. Provide Landscape and Irrigation Construction Documents for permitting E. Develop Final Landscape and Irrigation Cost Estimate Phase 3 — Bidding A. Write and distribute addenda and clarification as required by bidder inquiries B. Value engineer and revise design to accommodate the Eagle County Airport budget for the project C. Modify Construction Documents based on Addenda issued during the bid process Phase 4 — Construction Administration wwu. r,orrs- desirn.eom Dower, CO + Chic , IL + Fri:ro, CO + Ph,enix,AZ +Meson, A NOIJIS DESIGN Planning I Landscape Architecture A. Attend (1) Progress Site Visit during construction to ensure Compliance with Plans and Specifications and Provide detailed Field Reports within 3 working days B. Review Landscape & Irrigation Related Submittals C. Provide pricing review of contract modification Change Order proposals D. Issue Clarifications in written or graphic form in response to Requests for Information (RFI) E. Attend Substantial Completion Site Visit and Provide Field Report AGREEMENT QUALIFICATIONS A. Assumptions If appropriate, the client or design team 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. Topographic Survey 2. ALTA Survey 3. Soils /Geology Reports 4. Engineered site plan in CAD format (ie. roads, walks, ROW, PL, Utilities, Easements, grading, etc.) 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 proposed under a separate agreement if required. Should Norris Design be required to provide services in obtaining or coordinating compilation of this information, such services shall be billed as Additional Services with prior written approval. 1. Structural Engineering 2. Civil Engineering 3. Grading Design 4. Electrical Engineering 5. Mechanical Engineering 6. Jurisdictional Submittals /Approvals C. Definitions The following definitions are provided to give clear understanding of terms that may be used to describe 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 item Review Analysis of documents necessary to understand the project, provide rnrrrtaorris- desigt.cort IJeru•cr. CO + Chita, o II. + Frisco, CO + Phocuix, A! + 7iresou, AZ NORKIS DESIGN Planning I Landscape Architecture 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% of the original time spent on a drawing, Revisions document, or total task item TERMS AND CONDITIONS A. Standard Terms 1. Norris Design will invoice work hourly on a monthly basis based on work completed. 2. Expenses, including but not limited to printing costs, mileage and other miscellaneous project costs will be billed within the fixed fee outlined herein at cost plus 10 %. Mileage will be reimbursed at the Federal Government allowable rate. Technology expenses related to services provided will be billed at cost. . . ..... .. .. .. 6. Tasks will by billed by hours spent and may be less or more than the fee for each task. Services and fees will not exceed the total contract amount unless agreed upon as additional services. 7 . - .. -. .. ..•• .. .•. ..••.• ._ .. - .- '. -• - •••"■ • . B. Specific Terms 1. The fees indicated are based on the applicable jurisdictional codes. Unless otherwise specified in the terms of this agreement, any request made by the client to vary, waive or modify existing code requirements may be considered as an additional service requiring additional fees. 2. Revisions exceeding Minor Revisions or additional tasks requested by the owner will be billed at the Standard Hourly rates in addition to the fixed fees, or a specific fee will be authorized for the additional work prior to commencement. 4. Any revisions, additional meetings or public hearings not identified in this proposal will be considered additional services. 5. Either party may terminate this agreement upon 30 days written notice to the other. wrvr .uorris -d esigrr.tarn Deriver, CO + CI,irrr'o, IL + Frisco, GO + Phocrri..-, A/_ + •liI. o, , �i /, NORRIS DESIGN Planning 1 Landscape Architecture C. Standard Hourly Rates Principal $110.00 - $120.00 /Hour • Senior Planner /Landscape Architect $80.00 - $100.00 /Hour Planner /Landscape Architect $65.00 - $80.00 /Hour Graphic Designer $70.00 - $90.00 /Hour Photographer $130.00 /Hour IT Specialist $90.00 /Hour Clerical $40.00 - $65.00 /Hour FEE SCHEDULE Phase 1- Project Kickoff $1,000.00 Phase 2 — Landscape and Irrigation Construction Documents $4,500.00 Phase 3 — Bidding Assistance $ 800.00 Phase 4 - Construction Administration $1,000.00 Design Fees Not to Exceed $7,300.00 + Reimbursable Expense Allowance $500.00. Norris Design shall provide the services described within the Scope of Work per the Fee Schedule as identified in this proposal. T - - —7 • - . - 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. Thank you, Norris Design Eagle County Airport Name Name • Principal and Partner • Title Title August 23, 2012 Date rornu! uorris- desi Dower, CO + Chir rco, IL + !•'rfsro, CO + Pkucuix AZ +'liresorr, A.