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HomeMy WebLinkAboutC97-159 Kirk Aker - Michael Hazard - A Joint VentureC '97 15 9 4 . i, AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES FOR RE -ASSESSMENT OF THE NEEDS AND SPACE STUDY (1994) AND REMODEL OF THE EAGLE COUNTY BUILDING This two-phase Agreement Regarding Provision of Professional Services for Re- assessment of Needs and Space Study (1994) and Remodel of the Eagle County Building ("Agreement") dated as of June _, 1997, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Kirk Aker/Michael A. Hazard - A Joint Venture ("Architect"). A. County desires to re -assess the 1994 Needs and Space Study (Phase I of the Agreement) and to remodel certain portions of the Eagle County Building (Phase II of the Agreement) pursuant to the findings of Phase I to the extent they are adopted by County. The 1994 Needs and Space Study was conducted in part to plan for the relocation of certain offices from the Eagle County Building into the Old Courthouse, the remodel of which is scheduled to be completed in 1997. The Health and Human Services (comprised of Social Services and Nursing) offices will move to the Old Courthouse. The 1994 Needs and Space Study concluded that the Treasurer and Human Resources offices would relocate to the vacated Health and Human Services offices; and the vacated Treasurer and Human Resources offices would be occupied by the Clerk & Recorder, Assessor and Finance. The 1994 Needs and Space Study anticipated the remodeling of the vacated offices to accommodate their new tenants. Before committing to remodeling office spaces and relocating offices in accordance with the 1994 Needs and Space Study, the County wants to re -assess the conclusions of that study and their validity in light of what is know today, to adopt any changes as may be appropriate, and to remodel offices spaces accordingly. Remodeling will integrate telephone, computer network, mechanical and electrical systems with the existing systems, comply with ADA, and comply with current building codes. B. Kirk Aker and Michael A. Hazard are registered Architects authorized to act as such in the State of Colorado. Beaudin Ganze Consulting Engineers, Inc. is a corporation authorized to do business in the State of Colorado, the principal of which is Denis M. Beaudin whose expertise is in Mechanical and Electrical engineering and who is a registered professional engineer authorized to act as such in the State of Colorado. Monroe & Newell Engineers, Inc. is a corporation authorized to do business in the State of Colorado, the principal of which is Peter D. Monroe whose expertise is in Structural engineering and who is a registered professional engineer authorized to act as such in the State of Colorado. C. The Architect has submitted to County a Proposal for performing the Work (defined in Exhibit A) and represented that it has the expertise and personnel necessary to properly and timely perform the Work. D. The Architect and County intend by this Agreement to set forth the Scope of the responsibilities of the Architect in connection with the Work and related terms and conditions to govern the relationship between the Architect and County in connection with the Work. AGREEMENT Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Work: The Architect's Work consists of those services performed by the Architect, Architect's Employees and Architect's consultants. The Architect shall provide all labor, materials and equipment necessary to perform and complete the work described herein and as follows ("Work"): a) Phase I - Re -assessment of the 1994 Needs and Space Study, as set forth in Recital A hereof and as set forth in detail on Exhibit "A" attached hereto and incorporated herein by this reference.. b) Phase II - Basic Architectural Services including Structural, Mechanical, Electrical and Cost Consultants to remodel certain portions of the Eagle County Building pursuant to the findings of Phase I and as described above and as set forth in detail on Exhibit "A." C) Nothing herein is intended to or constitutes a representation by County that it will construct the proposed remodel or that it will do so at a particular time. d) The Parties hereto recognize that the scope of the Work may change. When the Architect 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, the Architect shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. The Architect 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. 2. Architect's Professional Level of Care: The Architect shall be responsible for the completeness and accuracy of the Work, including all 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 the Architect's work shall not relieve the Architect of any of its responsibilities. The Architect and its professional consultants shall perform the Work in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to architects, structural, electrical and mechanical engineers, as the case may be, with respect to similar work. 2 3. Time of Performance and Termination: a) The Architect shall commence the Work within five (5) business days after the date of this Agreement. The Architect shall complete the individual tasks of the Work in conformity with the completion dates set forth in Exhibit "A", provided that completion dates for any one or more of the tasks identified in the Proposed Schedule may be extended by the County at its sole discretion. The parties acknowledge that a schedule for certain tasks in Phase II is not identified in Exhibit A because the schedule for such tasks is dependent on the County (regarding Task 4) and on construction to be done by others (Tasks 5 and 6). b) County may terminate this Agreement, in whole or in part, for its convenience upon providing notice to the Architect. Upon such a termination, County shall be liable only for Work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been satisfactorily completed, provided that, at its sole option, County may require that the Architect complete particular portions of the Work on a time and reimbursable expenses basis consistent with paragraph 4 hereof. Upon termination the Architect shall deliver to County all drawings, illustrations, text, data and other documents entirely or partially completed, together with all material supplied to Architect by County. Payment will be due within thirty (30) days after Architect has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. C) Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Architect for any Work done after December 31, 1997, 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 Statues and the Local Government Budget Law (C.R.S §29- 1-101 et seq.). 4. Compensation and Payment: In consideration of its performance of the Work, the Architect shall be paid for professional time and reimbursable expenses actually and directly spent on or incurred in performing the Work, provided that the total payment for each Phase set forth in the Fee Proposal which is a part of Exhibit "A" hereto shall not exceed the amount set forth therein. Payment shall be made in accordance with the following: a) The Architect shall submit to County monthly invoices of the progress made and expenses incurred during the previous calendar month. Such invoices shall segregate the charges for work done by task as described in Exhibit "A", and shall describe the Work performed, including the percentage of completion Contractor contends was accomplished during the month, and expenses incurred. Upon request, Architect shall provide County with such other supporting information as County may request. b) One Hundred percent (100%) of the professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Architect together with submission of any required clarification and documentation. Interest at the rate of 1.5% per month (18% per annum) shall apply to over due amounts. C) For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out-of-pocket expenses incurred by Architect and his Consultants in connection with the Work. Reimbursable costs shall not include travel, telephone, postal, or air freight charges. Reimbursable costs will include blueprint/plan printing (sufficient copies as directed by County for bid package preparation and distribution, County use, building inspection use, and the General Contractors use), fax and photo -reproduction costs. d) The Architect 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. 5. Project Management: Kirk Aker shall be designated as Architect's Project Manager for the Work. Mike Bradley, Manager of Buildings & Grounds, 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. Index ndent 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. Architect shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Architect shall be, or shall be deemed to be, the employee, agent or servant of County, The Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents, employees, servants and subcontractors during the performance of this Agreement. 7. Personnel: The Architect understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Kirk Aker and Michael A. Hazard. This Agreement is conditioned upon the continuing direct personal involvement of these persons in the Work. Contractor may not 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. The final plans to be provided by Contractor shall be completely reviewed by Kirk Aker and Michael A. Hazard. In the event that Architect and the identified subcontractor are unable to remain involved in the Work, Contractor shall immediately notify County and County shall have the option to terminate this Agreement. 4 g. Ownership of Documents: County acknowledges Kirk Aker/Michael A. Hazard - A Joint Venture construction documents as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become property of County upon completion of the work and payment in full of all moneys due to Kirk Aker/Michael A. Hazard - A Joint Venture. County agrees, to the fullest extent permitted by law, to indemnify and hold Kirk Aker/Michael A. Hazard - A Joint Venture harmless from any claim, liability or cost (including reasonable attorneys' fees and defense costs) arising or allegedly arising out of any reuse of the construction documents by County without the written authorization of Kirk Aker/Michael A. Hazard - A Joint Venture. g. No Assianment: The parties to the Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into the Agreement County is relying upon the personal services and reputation of Kirk Aker and Michael A. Hazard. Therefore, neither Architect nor its subcontractors may assign its interest in the Agreement or in their subcontract, 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. 10. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: a) Do of Insurance Coveraae Limits b) Professional Liability $1,000,000 minimum C) Workers' Compensation As required by Colorado law d) All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. The Architect shall deliver certificates of required insurance to the County within fifteen (15) calendar days of execution of this Agreement by the Board. e) Before permitting any subcontractor to perform any work under this Agreement, Architect shall either (1) require each of his subcontractor to procure and maintain, during the life of his subcontracts, insurance which meets the requirements for the Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own policies in the amounts required hereinabove. 11. Indemnification: Within the limits allowed by law, each party hereto shall indemnify the other party for, and hold and defend the other party and its officials, boards, officers, principals and employees, harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions, or representations by, the indemnifying party. This indemnification shall not apply to claims by third parties against the indemnified party to the extent that the indemnified party is liable to such third party for such claim without regard to the involvement of the indemnifying party. a) The Architect acknowledges that County is relying on, and does not waive or intend to waive, the monetary limitations, or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, (CRS §24- 10-101 et seq.), as from time -to -time amended or as otherwise available to County, its commissioners, officers and employees, all of which rights, immunities and protections County expressly retains. 12. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX or mail to the appropriate party at the following addresses: a) Architect: Kirk Aker, AIA PO Box 2224 Vail, CO 81658 Tel 970 926 3240 Fax 970 926 3206 b) County: Mike Bradley Manager, Building & Grounds, Eagle County PO Box 850 Eagle, CO 81631 Tel 970 328 8700 Fax 970 328 7720 C) 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 depository of the U.S. Postal Service. 13. Miscellaneous: a) The Architect 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. The architect shall require all consultants to agree to the provisions of this subparagraph. 0 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 or, 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF Q ��CLQ COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS N "q K ATTE COZORAO° r By: Clerk to the Bo rd of ohnnette Phillips, hairmaA County Commissioners G (acknowledgment required) KIRK AKER/MICHAEL A. HAZARD - A JOINT VENTURE S-27-1997 10.27AM EMBIT A May 27, 1997 PROM FEE SCHEDULE & TIME LM I W 11 XV -1 0773 1 . .T 1. Programming Services consisting of consultation to establish and document the following detailed requirements for the Project: a) Interview department heads b) Design objectives, limitation and criteria c) Development of initial approximate gross facility areas and space requirements d) Space relations e) Number of functional responsibilities personnel f) Flexibility and Expandability g) Special equipment and systems h) Development of a preliminary budget for the Work based on programming and scheduling studies i) Operating procedures j) Security criteria k) Communication relationships 1) Project Schedule 2. Space Schematics/Flow Diagrams consisting of diagrammatic studies and pertinent descriptive text for: a) Conversion of programmed requirements to net area requirements b) Internal functions c) General space allocations d) Adjacency e) Special facilities and equipment 5-27-1997 10.28AM FROM 3. Existing Facilities Survey including: a) Photography b) Field measurements c) Review of existing design data d) Analysis of existing structural capabilities e) Analysis of existing mechanical capabilities f) Analysis of existing electrical capabilities g) Review of existing drawings for critical required measured drawings. inaccuracies, and the development of Professional Fees ............................................58,546.00 plus reimbursable expenses 1. Schematic Design Phase (45 Calandar days) responding to programming requirements and preparing: a) Conceptual building plans b) Preliminary sections and elevations c) Preliminary selections of building systems and materials d) Development of approximate dimensions, areas and volumes e) Structural recommendations f) Conceptual mechanical and electrical systems g) Cost analysis update P. -� 2. Design )development (30 Calandar days) consisting of continued development and expansion of architectural Schematic Design Documents to establish the final scope, relationships, size and appearance of the Project thorough: a) Plans, sections and elevations b) Typical construction details c) Final materials selections d) Equipment layout e) Specific structural systems f) Specific mechanical and electrical systems g) Cost analysis update 5-27-1997 10:28AM FROM 3. Construction Documents (45 Calandar days) consisting of preparation of Drawings based on approved Design Development Documents setting forth in detail the construction requirements for the Project including: a) Architectural b) Structural c) Mechanical and Electrical d) Final cost analysis update 4. Bidding &/or Negotiation services consisting Of; a) Organizing Bidding Documents b) Issuing Addenda items c) Assisting County with list of Bidders d) Pre-bid conferences e) Responses to Bidders questions f) Attendance at bid opening g) Evaluation of bids received h) Assistance with preparation of construction contract Agreement 5. Construction Administration Services consisting of. a) Review of submittals b) Periodic observation at appropriate intervals c) Supplemental Documentation d) Quotation/change order review e) Review and evaluation of Applications for Payment and certification f) Interpretations of Documents 6, Project Close-out consisting of: a) Detailed inspection with County for conformity of the Work b) Determination of amounts to be withheld until final completion c) Determination of partial release of Retainage d) Issuance of Certificates of Substantial Completion e) Final inspection f) Issuance of final Certificate for Payment M. a Once the Scope of work and design criteria are established, we will develop a fixed fee structure for Phase II services. We would anticipate our fee to be in the 8 to 10% of the Cost of Construction as determined at the Design Development Phase Cost analysis.