HomeMy WebLinkAboutC13-238 Wilkins Engineering LLC AgreementAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
RIVERVIEW APARTMENTS PRESERVATION LP
AND
WILKINS ENGINEERING, LLC
THIS AGREEMENT for Professional Services ("Agreement") is effective as of August _, 2013 by and
between Wilkins Engineering, LLC a Colorado Limited Liability Company (hereinafter "Consultant") and
Riverview Apartments Preservation LP, a Limited Partnership (hereinafter "RAP").
RECITALS
WHEREAS, the Consultant will inspect the Property and evaluate the condensation issue to determine the
possible or potential cause(s) of the condensation and reasonable remedies therefore (the "Project") for the
Riverview Apartments (the "Property"); and
WHEREAS, Consultant has the time, skill and expertise to provide the services as defined in Paragraph 1
hereof to RAP; and
WHEREAS, RAP and Consultant intend by this Agreement to set forth the scope of the responsibilities of the
Consultant in connection with the services and related terms and conditions to govern the relationship
between Consultant and RAP in connection with the services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and RAP agree as
follows:
1) Services. Consultant agrees to diligently furnish all services, labor, personnel and materials necessary to
perform and complete the services described in Exhibit A ("Services") upon and subject to the provisions
and conditions of this Agreement. Consultant's Services shall be performed in accordance with
professional standards consistent with services provided by Consultant practicing in the area of the
Proj ect.
a) Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. 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. By signing below
Consultant represents that it has the expertise and personnel necessary to properly and timely perform
the Services.
2) Compensation. RAP shall compensate Consultant for the performance of the Services in a sum computed
and payable in the manner set forth in Exhibit A. The performance of Services described in Exhibit A
shall not exceed $3,120 (no more than 12 hours at $260 per hour).
a) Out -of -Pocket Expenses to be incurred by Consultant and reimbursed by RAP 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 RAP.
b) Consultant shall submit an invoice or other documentation as may be required by RAP, each month
to be paid as set forth in Exhibit A. Invoices shall be sent no later than the 20th day of each month and
RAP shall pay for the Services satisfactorily performed within thirty (30) days of submittal of
complete invoice(s), clarifications and documents by Consultant. All invoices shall include detail
regarding the hours spent, tasks performed and who performed each task and such other detail as
RAP may request.
c) Consultant and its employees are not entitled to workers' compensation benefits through the RAP.
Consultant is solely responsible for necessary and adequate workers' compensation insurance and
shall be responsible for withholding and paying all federal and state taxes. RAP will not withhold any
taxes from monies paid to 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.
d) The Consultant and its employees are not entitled to unemployment insurance benefits unless
unemployment compensation coverage is provided by an entity other than RAP. The Consultant
hereby acknowledges full and complete liability for and shall timely pay all taxes imposed by any
federal, state or local taxing authority on all payrolls and compensation of its employees and
subcontractors and any other, taxes, fees and charges levied against Consultant on account of this
Agreement.
3) Term. This Agreement shall commence upon execution of this Agreement by RAP, and subject to the
provisions of paragraph 11 hereof, shall continue in full force and effect through the completion of the
Services to be provided hereunder or until December 31, 2013 whichever occurs first.
4) Additional Services. Any services in addition to the Services ("Additional Services") shall be performed
by Consultant only upon the written request of RAP. No Additional Services, or other additional work
performed by the Consultant, shall be the basis for additional compensation unless and until Consultant
has obtained written authorization and acknowledgement by RAP for such Additional Services.
5) Insurance. Unless otherwise agreed to in writing by RAP, 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 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; $1,000,000 products/completed operations aggregate,
$1,000,000 personal/advertising injury, bodily injury and property damage $1,000,000 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 RAP, with limits of liability of not less than
$1,000,000 per claim and $1,000,000 in the aggregate.
b) Other Requirements.
i) The commercial general liability coverage shall be endorsed to include RAP, its associated or
affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers as
additional insureds.
6) Ownership of Documents. All documents prepared by Consultant in connection with Consultant's
performance under this Agreement shall become the property of RAP. Consultant shall execute written
assignments to RAP of all rights (including common law, statutory, and other rights, including
copyrights) to the same as RAP 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).
7) Notices. All notices or other communications made pursuant hereto shall be in writing and shall be
deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days
after being deposited in the United States mail, certified or registered, postage prepaid, return receipt
requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the
parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile so long
as the sending party can provide a facsimile machine or other confirmation showing the date, time, and
receiving facsimile number for the transmission. Either party may change its address for the purposes of
this paragraph by giving five (5) days prior written notice of such change to the other party.
Riverview Apartments
Attention: Jill Klosterman
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8773
Facsimile: 970-328-8787
And a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
Consultant:
Wilkins Engineering, LLC
Attn: Dan Wilkins
10480 Mooring Road
Longmont, CO 80504
Telephone: 303-776-3399
Facsimile: 303-776-5599
8) Termination. Either party may terminate this Agreement at anytime 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 RAP with all
documents as defined in paragraph_ hereof, in such format as RAP shall direct and RAP shall pay
Consultant for the Services satisfactorily performed and approved Out -of -Pocket expenses incurred prior to
the date of termination.
9) 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 (without reference to the doctrine of
conflicts of law).
10) General Conditions.
a) Consultant shall be responsible for the completeness and accuracy of the Services and any Additional
Services, including all supporting data and other documents prepared or compiled in performance of
the Services or Additional Services, and shall correct, at its sole expense, all significant errors and
omissions therein. The fact that the RAP has accepted or approved the Services or Additional
Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the
Services and Additional 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 the applicable jurisdiction(s).
b) 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.
c) This Agreement constitutes an agreement for the performance of Services by Consultant as an
independent contractor and not as an employee of RAP. 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 RAP and Consultant except that of independent contractor.
Consultant shall have no authority to bind RAP or to approve any Additional Services, unless
specifically approved by RAP in writing.
d) This Agreement may not be amended or supplemented, nor may any obligations hereunder be
waived, except by a written instrument signed by the party to be charged.
e) The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
f) The signatories to this Agreement aver to their knowledge, no employee of the RAP 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 Consultant's Services and Consultant shall not employ any person having
such known interests.
g) There shall be no third party beneficiaries to this Agreement.
13) Prohibitions on Government Contracts.
If Consultant has any employees or subcontractors, Consultant 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,
Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform
under this Contract and that Consultant 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 or Additional Services under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform Services or Additional
Services under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to Consultant that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under the public contract for services.
B. Consultant has confirmed the employment eligibility of all employees who are newly hired
for employment to perform Services or Additional Services 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/xpreyprot�/programs/gc 1185221678150.shtm
C. Consultant 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.
D. If Consultant obtains actual knowledge that a subcontractor performing work under the
public contract for services knowingly employs or contracts with an illegal alien, Consultant
shall be required to:
(i) Notify the subcontractor and RAP within three days that Consultant 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 Consultant
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.
E. Consultant 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).
F. If Consultant violates these prohibitions, RAP 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, Consultant shall be liable for actual and consequential damages to RAP as required
by law.
G. RAP will notify the office of the Colorado Secretary of State if Consultant violates this
provision of this Contract and RAP terminates the Contract for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1,dr day of r...1&u-s- 6'-,o 13.
'V.
RIVERVIEW APARTMENTS PRESERVATION LP
`By and through Riverview Apartments Preservation
LLC, its general partner
By and through Eagle County Housing and Development
Authority, its sole member
By:
Jill Klosirerman, Executive Director
CONSULTANT: Wilkins E#gineering,
Its:
EXHIBIT A
SCOPE OF SERVICES
The Consultant will study the condensation issues at Riverview Apartments and will work to determine the
possible or potential cause(s) of the condensation and a reasonable remedy. Study will include a site visit and
viewing the effected areas, including but not limited to a review of the adjacent ceiling and wall areas.
Consultant will provide a verbal update and will provide a preliminary report or written update outlining the
findings as a result of the site visit and possible cause(s) of the damage along with potential remedies. In the
event an additional site visit or services are required, the parties agree to discuss the same and set forth any
further Additional Services in a written amendment.
Fees for the Services shall be $260.00 per hour, including travel. Out of Pocket Expenses include mileage
which may be charged at .55/mile. In addition each photograph taken by Consultant shall be $1.00 per photo.
The Out of Pocket Expenses are subject to not to exceed which may be modified as agreed to by the parties
in writing.
Work will commence on August 15, 2013 and a preliminary verbal report or update will be issued to RAP by
August 23, 2013. Depending upon the findings, a written report may or may not be required. If the parties
determine that a written report is appropriate, Consultant will provide the written report within a reasonable
timeframe as agreed to by the Parties.
