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HomeMy WebLinkAboutC96-098 Greenhorne & O'Mara IncC'96 9850 AGREEMENT REGARDING PROVISION OF PHOTOGRAMMETRIC SERVICES This Agreement RegardingoviSion of Photogrammetric Services P ("Agreement") dated as of , 1996, is between the County of Eagle, Colorado, byAnd' through its Board of County Commissioners ("County"), and Greenhorne & O'Mara, Inc., a corporation ("Contractor"). WHEREAS, what is the purpose/intent of this contract. For good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Work: The Work shall be comprised of the following: Contractor shall provide all labor, materials and equipment necessary to perform and complete the Planimetric Line Mapping in areas 1A, 2 and 2A of Eagle County as described in Attachment F to the Specifications ("Work"). The Work will include all of the performance items enumerated in Attachment C for the areas described above. The Work shall be performed in accordance with the Specifications For Photogrammetric Services for Floodplain Studies in Colorado (dated April 1978, and revised March 1986 and November 1992) of the Colorado Water Conservation Board ("Specifications") and with the General Conditions. References in the Specifications to'actions by the "Colorado Water Conservation Board" (or "CWCB" or the like) or by the "contracting agency" shall be deemed to be mean "Eagle County." The Specifications and General Conditions are attached hereto and incorporated herein by this reference. The planimetric line mapping will be at a scale of 1" = 2001, with 2 foot contour intervals. The mapping will include approximately 120 cross sections as denoted by County. Contractor will provide County with an enlarged (24" x 2411) aerial photograph of each individual study area. 2. Contractor's Performance: 'Contractor shall be responsible for the completeness and accuracy of the Work, supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Contractor's Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to engineers, cartographers and surveyors, as the case may be, with respect to similar work. Contractor shall commence the Work within ten (10) business days after the date of this Agreement. Contractor shall complete the individual tasks of the Work in conformity with the completion dates set forth on the Work Schedule, Attachment D to the Specifications. All Work shall be completed not later than 15 days after the mapping flight, and will be completed not later than October 1, 1996. 4. In consideration of its performance of the Work, Contractor shall be paid for professional time and reimbursable expenses actually and directly spent on or incurred in performing the Work, not to exceed a total of $43,280, and provided that the total payment for each of the respective tasks set forth in the Itemized Costs Breakdown, Attachment E to the Specifications, shall not exceed the amount set forth therein with respect to that task. Payment shall be made in accordance with the following: a. Contractor shall submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month. Such billings shall segregate the charges for work done by task and subtask as described in the Itemized Costs Breakdown, and shall detail tasks performed, number of hours worked by each person, hourly rates, and expenses incurred. Upon request, Contractor shall provide County with such other supporting information as County may request. b. Ninety-five percent (95%) of the professional fees and all of the reimbursable expenses shall be due and payable within thirty (30) days after submittal by Contractor together with submission of any required clarification and documentation. The balance of the professional fees which are "retained," unpaid, will be due and payable within thirty (30) days after County has accepted all of the Work as complete. C. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out-of-pocket expenses incurred by Contractor in connection with the Work, including the reasonable expenses incurred for travel to and from Contractor's regular place of business. Reimbursable costs shall not include telephone, postal, or 'air freight charges. Reimbursable costs will include report printing and map production but not other photo -reproduction costs. d. Hourly rates shall be as provided in Contractor's Survey Fee Schedule set forth on Attachment E and incorporated herein by this reference. Fractional hours will be billed at the nearest one-tenth hour. Z 3. Time of Performance and Termination: Contractor shall commence the Work within ten (10) business days after the date of this Agreement. Contractor shall complete the individual tasks of the Work in conformity with the completion dates set forth on the Work Schedule, Attachment D to the Specifications. All Work shall be completed not later than 15 days after the mapping flight, and will be completed not later than October 1, 1996. 4. In consideration of its performance of the Work, Contractor shall be paid for professional time and reimbursable expenses actually and directly spent on or incurred in performing the Work, not to exceed a total of $43,280, and provided that the total payment for each of the respective tasks set forth in the Itemized Costs Breakdown, Attachment E to the Specifications, shall not exceed the amount set forth therein with respect to that task. Payment shall be made in accordance with the following: a. Contractor shall submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month. Such billings shall segregate the charges for work done by task and subtask as described in the Itemized Costs Breakdown, and shall detail tasks performed, number of hours worked by each person, hourly rates, and expenses incurred. Upon request, Contractor shall provide County with such other supporting information as County may request. b. Ninety-five percent (95%) of the professional fees and all of the reimbursable expenses shall be due and payable within thirty (30) days after submittal by Contractor together with submission of any required clarification and documentation. The balance of the professional fees which are "retained," unpaid, will be due and payable within thirty (30) days after County has accepted all of the Work as complete. C. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out-of-pocket expenses incurred by Contractor in connection with the Work, including the reasonable expenses incurred for travel to and from Contractor's regular place of business. Reimbursable costs shall not include telephone, postal, or 'air freight charges. Reimbursable costs will include report printing and map production but not other photo -reproduction costs. d. Hourly rates shall be as provided in Contractor's Survey Fee Schedule set forth on Attachment E and incorporated herein by this reference. Fractional hours will be billed at the nearest one-tenth hour. Z e. The parties hereto recognize that the scope of the Work may change. When Contractor believes that the scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed Work, Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. f. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. g. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Contractor for any Work done after December 31, 1996, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. §29-1- 101 et seg.). 5. Project Management: Mark A. Miller, PLS shall be designated as Contractor's Project Manager for the Work. George Roussos, County Engineer, Eagle County, shall be County's manager responsible for this Agreement: All correspondence between the parties hereto regarding this project shall be between and among the project managers: Either party may designate a different project manager by notice in writing. 6. Independent Contractor: 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. Contractor shall be, and shall perform as, an independent contractor. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 3 7. Personnel: Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Mark A. Miller. This Agreement is conditioned upon the continuing direct personal involvement of Mark A. Miller in the Work. County understands that other employees of Contractor will be working on portions of the Work; however, these employees shall be under the direct supervision of Mark A. Miller at all times. County also understands that Contractor will subcontract portions of the Work to Carrera & Associations (photogrammetric mapping services) and Rocky Mountain Aerial Surveys, Inc. (aerial photography), provided Contractor is responsible to County for subcontractors' portions of the Work, and provided further that Contractor may not otherwise subcontract or delegate any part of the Work or substitute subcontractors without County's written consent, which consent County may exercise in its sole discretion. In the event that Mark A. Miller is unable to remain involved in the Work, Contractor shall immediately notify County and County shall have the option to terminate this Agreement. In all events, the Work shall be performed, as the case requires, by licensed or certified Professional Land Surveyors in the State of Colorado. 8. Ownership of Documents: All documents which are obtained during or prepared in the performance of the Work are copyrighted and shall remain the property of the County, shall be so designated on the face of the document, and are to be delivered to County's project manager before final payment is made to Contractor or upon earlier termination of this Agreement. 9. Confidentiality: Contractor acknowledges that it may receive confidential information from County for use in connection with its performance of the Work. Contractor further acknowledges that it may in the performance of the Work develop information, including facts, data, and opinions, which are, or in County's judgment should be, confidential or limited in terms of dissemination. Contractor shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the Work. All facts, data and opinions developed by Contractor in the course of its performance of the Work shall be deemed to belong to County and no such facts, data or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the Work, Contractor shall return to County all material it supplied to Contractor in connection with the performance of the Work. 10. No Assignment: 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 County is relying upon the personal services and reputation of Greenhorne & O'Mara, Inc. Therefore, Contractor may not assign its 4 interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, 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. 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. 11. Conflicts of Interest: Neither Contractor. nor its subcontractors, nor any of their respective principals, officers, employees or agents shall, at any_ time during the term of this Agreement and continuing through three (3) months following completion of the Work, perform consulting work which would constitute a conflict of interest, including but not limited to work on behalf of persons owning property within the area which is the subject of the Work. By acceptance of this Agreement, Contractor represents and warrants that any and all of its professional representations and associations, and those of its subcontractors and of their respective principals, officers, employees and agents, direct or indirect, which would conflict in any manner or degree with the professional and impartial performance of services required under this Agreement have been terminated. 12. Notices: Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together with a "hard copy" by United States mail, or first class mail, to the party to appropriate party at the following addresses: Contractor: Greenhorne & O'Mara, Inc. 3131 South Vaughn Way Suite 428 Aurora, Colorado 80014 County: George Roussos County Engineer Eagle County P.O. Box 850 Eagle, CO 81631 tel. 970-328-8760 fax 970-328-7185 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day if not), or three calendar days after deposit in the mails, as applicable. 5 13. Miscellaneous: a. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery -of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Work, except by a written document of equal formality executed by both parties hereto. C. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. d.. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. [next page is signature page] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. � 1 ATTEST: +► ruLa-q'CL� r— C erk to thW79oard of County Commissioners "COUNTY" COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By:r George 4Y,Gates, Chairman "CONTRACTOR" GREENHORNE & O'MARA, INC., a corporation By: Name: Penn GiZdeuZeeve Title: Office Manager STATE OF COLORADO ) ss. County of Arapahoe ) The foregoing was acknowledged before me this 6th day of May , 1996 by Penn Gitdeuteeve as 066ice ManageA of Greenhorne & O'Mara, Inc., a Mcyu/Zand corporation. WITNESS my hand and official seal. My commission expires Jut y 29, 1996 Notary"Public bobwip\mapping.eng 7