HomeMy WebLinkAboutC19-121 High Country EngineeringDocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
CIVIL ENGINEERING
AGREEMENT FOR PROFESSIONAL SERVICES
for
Lot 1, Eagle County Maintenance Service Center
3299 Cooley Mesa Road, Gypsum, Eagle County, Colorado
HCE Proposal No. 2191000.072
April 15, 2019
LAND SURVEYING
1. PARTIES. The parties to this AGREEMENT are HIGH COUNTRY ENGINEERING, INC. (HCE), a Colorado company, and
Eagle County (Client).
2. RECITALS AND PURPOSE. Client desires to retain the services of HCE. HCE agrees to provide and perform services as more
fully described herein. The purpose of this AGREEMENT is to set forth the terms and conditions under which each party agrees to
perform.
3. DESCRIPTION AND SCOPE OF SERVICES TO BE PROVIDED BY HCE.
Surveying Services for the Preparation of an ALTA Survey As Defined by Table'A' Checklist Items 1, 2, 3, 4, 6A, 6B, 7A, 7B1,
7C, 8, 9, 13, 14, 16, 17 and 18
4. TO BE PROVIDED BY CLIENT.
Current Title Commitment, Schedule B2 Exceptions with Active Hyperlinks, Adjoining Property Vesting Deeds, and Easement
Descriptions
5. The attached "Standard Terms & Conditions for Professional Services" is made apart of this AGREEMENT.
6. Services include the following number of meeting hours N/A. Meeting hours in excess of those specified will be charged on an hourly
rate basis per attached rate schedule. Consultant fees for municipal or county government processing are based on one continuous process
unless stated otherwise in paragraph 3. In the event the processing schedule is interrupted or repeated, the fees for resulting additional
consultant time are in addition to the fees agreed upon in this AGREEMENT.
7. TIME. It is estimated that the services will be performed and the job completed on or before May 15, 2019. HCE will put forth its
best efforts to complete the services within the time frame set forth herein. HCE cannot guarantee compliance of the completion date due
to unknown conditions or requirements that may exist.
8. FEES.
8.1 Client agrees to pay HCE:
(X) On an hourly basis with a Not -to -Exceed fee of $ 6,500.00 for each and all services rendered in accordance with the
attached HCE Schedule of Hourly Rates dated January 2017. In the event additional services of HCE are required or
requested, Client shall be advised of the need for such additional services prior to performance of additional services.
HCE shall obtain written approval from Client before commencing additional work.
8.2 Client agrees to the following method of payment: All payments due shall be made within 30 days of date of invoice. Payments
made after that time shall be assessed an interest rate of 1-1/2% per month.
8.3 Client agrees to pay all direct reimbursable expenses such as travel, communications, printing, deliveries, outside services, and
sub -consultant services at cost plus 10% for hourly -based services. Mileage shall be reimbursed at the rate of $0.60 per mile.
8.4 It is HCE's policy to stop work on a project if payment is not received within 60 days of invoice date.
9. TERMINATION. The Client shall be in default of this AGREEMENT upon the occurrence of any of the following mentioned events
and HCE shall have the right to terminate:
I ros
LD Initials
1517 Blake Avenue, Suite 101
Glenwood Springs, CO 81601
970.945.8676 • Telephone
970.945.2555 • Fax
www.hceng.com
DocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
9.1 Failure to make any payment within 30 days from the date of the invoice. Should the Client, in good faith, dispute a portion of any
invoice, it shall be required to make timely payment of the undisputed amount of the invoice, and give notification of the disputed
portion of it. Failure to make payment on the undisputed portion shall constitute a default hereunder.
9.2 Insolvency or bankruptcy of Client, or the making of any assignment for the benefit of creditors or the filing of any petition for
bankruptcy or reorganization by Client.
9.3 The breach of any provision of this AGREEMENT by Client, other than non-payment of monetary sums due hereunder, and the
failure by Client to remedy the same within ten (10) days of the receipt of written notice thereof from HCE.
9.4 The breach of any other agreement between HCE and the Client.
10. RIGHT TO STOP WORK. In lieu of terminating this AGREEMENT as provided in paragraph 9 above, upon the happening of any
event of default above mentioned, HCE may stop the performance of its work, or the progress of the work, until such time as the default is
remedied by payment, and this right to stop work shall be without prejudice to any other legal remedy or right HCE may possess. The
election by HCE to stop work as herein provided shall not be deemed a waiver of HCE's right to terminate this AGREEMENT. The
stoppage of work by HCE under this paragraph, shall not be deemed a default by HCE of its obligations under this AGREEMENT.
11. MISCELLANEOUS.
11.1 This AGREEMENT FOR PROFESSIONAL SERVICES represents the entire agreement between the parties and all prior
negotiation and agreements, whether written or oral, are merged herein and are null and void.
11.2 For a period of one year from the date of performance, HCE shall correct any defects, errors or omissions attributable to HCE in
the performance of this AGREEMENT FOR PROFESSIONAL SERVICES, provided that HCE is provided written notice
itemizing any defects, errors, or omissions. The Client agrees to limit the liability of HCE for all claims related to HCE's
insurance limits. HCE is not responsible for any delays or acts/omissions of any third parties.
11.3 If a Client is a partnership, corporation or other legal entity, Client expressly warrants that the individual signing this
AGREEMENT FOR PROFESSIONAL SERVICES is fully authorized to sign on behalf of the Client.
11.4 Please note that a signed copy of this AGREEMENT FOR PROFESSIONAL SERVICES, which is sent to HCE via facsimile or
electronically (e-mail) will be treated as an original contract.
11.5 Client agrees not to employ or engage the services, directly or indirectly, of any person now employed by the consultants, for a
period of one year from date of consulting services authorization. The consultants agree not to employ or otherwise engage any of
Client's employees for the same period of time.
11.6 Client is hereby advised that with regard to the nature of title for the adjoining properties, the Client agrees to the inclusion of the
following notes on the survey plat, unless the requested survey falls under the requirements for an ALTA/ACSM Survey:
The survey is based on the Title Commitment provided to HCE (unless otherwise specified).
The survey does not constitute a title search by HCE for the property shown and described hereon.
The survey does not certify to the ownership of the tract of land, and compatibility of this description with those of
adjoining properties.
The survey does not certify to rights -of way, easements and encumbrances of record affecting the parcel.
LDS Initials
DocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
CIVIL ENGINEERING RAMP -f LAND SURVEYING
High Country Engineering, Inc. (HCE)
Standard Terms & Conditions
Services - HCE will perform services for the project as set forth in accordance with these Terms & Conditions. HCE has developed the project scope of
service, schedule, and compensation based on available information and various assumptions. The Client acknowledges that adjustments to the schedule and
compensation may be necessary based on the actual circumstances encountered by HCE in performing their services.
Authorized Representatives - The officer assigned to the Project by HCE is the only authorized representative to make decisions or commitments on behalf
of HCE. The Client shall designate a representative with similar authority.
Project Requirements - The Client shall confirm the objectives, requirements, constraints, and criteria for the Project at its inception. If the Client has
established design standards, they shall be furnished to HCE at Project inception. HCE will review the Client design standards and may recommend alternate
standards considering the standard of care provision.
Site Access - The Client shall obtain all necessary approvals for HCE to access the Project site(s).
Period of Service - HCE shall perform the services for the Project in a timely manner consistent with sound professional practice. HCE will strive to
perform its services according to the Project schedule set forth in this proposal/agreement. The services of each task shall be considered complete when
deliverables for the task have been presented to the Client. HCE shall be entitled to an extension of time and compensation adjustment for any delay beyond
HCE's control.
Compensation - In consideration of the services performed by HCE, the Client shall pay HCE in the manner set forth in this proposal/agreement. The
parties acknowledge that terms of compensation are based on an orderly and continuous progress of the Project. Compensation shall be equitably adjusted
for delays or extensions of time beyond the control of HCE.
Payment Definition - The following definitions shall apply to methods of payment:
Lump Sum is defined as a fixed price amount for the scope of services described.
Standard Rates is defined as individual time multiplied by standard billing rates for that individual.
Subcontracted Services are defined as Project related services provided by other parties to HCE.
Reimbursable Expenses are defined as actual expenses incurred in connection with the Project.
Payment Terms - HCE shall submit monthly invoices for services performed and Client shall pay the full invoice amount within 30 days of the invoice date.
Invoices will be considered correct if not questioned in writing within 10 days of the invoice date. HCE shall be entitled to a 1.5% per month administrative
charge in the event of payment delay. Client payment to HCE is not contingent on arrangement of project financing. Invoice payment delayed beyond 60
days shall give HCE the right to stop work until payments are current on all projects contracted with Client. Non-payment beyond 70 days shall be cause for
termination by HCE.
Additional Services - The Client and HCE acknowledge that additional services may be necessary for the Project to address issues that may not be known at
Project initiation or that may be required to address circumstances that were not foreseen. In that event, HCE shall inform the Client, or Client's
Representative, of the need for additional services and the Client shall pay for such additional services.
Independent Consultant - HCE shall serve as an independent consultant for services provided under this agreement. HCE shall retain control over the
means and methods used in performing their services and may retain subconsultants to perform certain services as determined by HCE.
Standard of Care - Services provided by HCE will be performed with the care and skill ordinarily exercised by members of the same profession practicing
under similar circumstances. HCE will not be liable for the cost of any omission that adds value to the Project.
Compliance with Laws - HCE shall perform its services consistent with sound professional practice and endeavor to incorporate laws, regulations, codes,
and standards applicable at the time the work is performed. In the event that standards of practice change during the Project, HCE shall be entitled to
additional compensation where additional services are needed to conform to the standard of practice.
Permits and Approvals - HCE will assist the Client in preparing applications and supporting documents for the Client to secure permits and approvals from
agencies having jurisdiction over the Project. The Client agrees to pay all application and review fees.
Ownership of Documents - Documents prepared by HCE for the Project are instruments of service and shall remain the property of HCE. Record
documents of service shall be based on the printed copy. HCE will furnish documents electronically however if the Client releases HCE from any liability
that may result from documents used in this form. HCE shall not be held liable for reuse of documents for any purpose other than those intended under the
Project.
Insurance - HCE will maintain the following insurance and coverage limits during the period of service. The Client will be named as an additional insured
on the Commercial General Liability and Automobile Liability policies.
Worker's Compensation — As required by applicable state statute
Commercial General Liability - $1,000,000 per occurrence (bodily injury including death & property damage) $2,000,000 aggregate
Automotive Liability - $1,000,000 combined single limit for bodily injury and property damage
Professional Liability - $1,000,000 each claim and in the aggregate
The Client shall make arrangements for Builder's Risk, Protective Liability, Pollution Prevention, and other specific insurance coverage warranted
for the Project in amounts appropriate to the Project value and risks. HCE shall be a named insured on those policies where HCE may be at risk.
The Client shall obtain the counsel of others in setting insurance limits for construction contract.
Waiver of Subrogation - HCE shall endeavor to obtain a waiver of subrogation against the Client if requested in writing by the client, provided that HCE
will not increase its exposure to risk and Client will pay the cost associated with any premium increase or special fees.
Indemnification — As it relates to general liability, HCE shall indemnify the Client from any reasonable damages caused solely by the negligent act, error, or
omission of HCE in the performance of services under the Project. If such damage results in part by the negligence of another party, HCE shall be liable only
to the extent of their proportional negligence.
Limitation of Liability —In recognition of the relative risks and benefits of the project to both the Client and HCE, the risks have been allocated. The Client
agrees to limit the liability of HCE and its employees and owners for all claims related to the Project at $50,000 or the net income realized by HCE from this
A ent, whichever is greater.
Initials
DocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
Third Party Claims - Client shall indemnify, defend and hold HCE harmless from all loss, cost, damage, and/or expense arising from or due to third -party
claims related to the Project, regardless of whether suit is filed in a court of law, and shall compensate HCE for time expended and/or services performed in
defense of such claims unless a claim resulted solely from the negligent act, error or omission of HCE.
Lien Rights - HCE may file a lien against the Client's property in the event that the Client does not make payment within the time prescribed in this
agreement. The Client agrees that services by HCE are considered property improvements and the Client waives the right to any legal defense to the contrary.
Consequential Damages - Neither the Client nor HCE shall be liable to the other for any consequential damages regardless of the nature of fault.
Environmental Matters - The Client warrants they have disclosed all potential hazardous materials that may be encountered on the Project. In the event
unknown hazardous materials are encountered, HCE shall be entitled to additional compensation for appropriate actions to protect the health and safety of its
personnel, and for additional services required to comply with applicable laws. The Client shall indemnify HCE from any claim related to hazardous
materials encountered on the Project except for those events caused by negligent acts of HCE.
Cost Opinions - HCE shall prepare cost opinions for the Project based on historical information that represents the judgment of a qualified professional. The
Client and HCE acknowledge that actual costs may vary from the cost opinions prepared and that HCE offers no guarantee related to the Project costs.
Independent Counsel - The Client agrees to obtain independent legal and financial counsel for the Project considering HCE does not furnish these services.
Contingency Fund — The Client acknowledges the potential for changes in the work during construction and the Client agrees to include a contingency fund
in the Project budget appropriate to the potential risks and uncertainties associated with the Project. HCE may offer advice concerning the value of the
contingency fund; however, HCE shall not be liable for additional costs that the Client may incur beyond the contingency fund they select unless such
additional cost results from a negligent act, error, or omission related to services performed by HCE.
Contractor Selection - HCE may make recommendations concerning award of construction contracts and products. The Client acknowledges that the final
selection of construction contractors and products is their sole responsibility.
Shop Drawing Review - If included in the Scope of Service, HCE shall review shop -drawing submittals from the contractor solely for their conformance
with the design intent of and performance criteria specified for the Project. HCE shall not be liable for the performance of or consequential damages of any
equipment furnished by the contractor under the Project.
Construction Review - If included in the Scope of Service, HCE shall observe the progress and content of the work to determine if the work is proceeding in
general accordance with the Contract Documents. This construction review is intended to observe, document, and report information concerning the
construction process. Observation of work at the Project site shall not make HCE responsible for the work performed by another party, the means, methods,
techniques, sequences, or procedures selected by another parry, nor the safety precautions or programs of another party.
Rejection of Work - HCE may recommend that the Client reject work by construction contractors that does not conform to the requirements of the Project.
Safety - HCE shall be responsible solely for the safety precautions or programs of its employees and no other party.
Information from Other Parties - The Client and HCE acknowledge that HCE will rely on information furnished by other parties in performing its services
under the Project. HCE shall not be liable for any damages that may be incurred by the Client in the use of third party information.
Construction Record Drawings - If included in the Scope of Service, HCE will deliver drawings to the Client incorporating information furnished by
construction contractors. Being that construction record drawings are based on information provided by others, HCE cannot and does not warrant their
accuracy.
Force Majeure - Neither party will hold the other responsible for damages or delay caused by Acts of God, acts of war, strikes, accidents, or other events
beyond the other's control.
Dispute Resolution - The Client and HCE agree that they shall diligently pursue resolution of all disagreements within 45 days of either party's written
notice using a mutually acceptable form of mediated dispute resolution prior to exercising their rights under law. HCE shall continue to perform services for
the Project and the Client shall pay for such services during the dispute resolution process unless the Client issues a written notice to suspend work.
Suspension of Work -The Client may suspend services performed by HCE with cause upon fourteen (14) days written notice. HCE shall submit an invoice
for services performed up to the effective date of the work suspension and the Client shall pay HCE all outstanding invoices within fourteen (14) days. If the
work suspension exceeds thirty (30) days from the effective work suspension date, HCE shall be entitled to renegotiate the Project schedule and the
compensation terns for the Project.
Termination - The Client or HCE may terminate services on the Project upon seven (7) days written notice in the event of substantial failure by the other
party to fulfill its obligations of the terms hereunder. HCE shall submit an invoice for services performed up to the effective date of termination and the
Client shall pay HCE all outstanding invoices within fourteen (14) days. The Client may withhold an amount for services that may be in dispute provided
that the Client furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value.
Governing Law - The terms of agreement shall be governed by the laws of the state where the services are performed provided that nothing contained herein
shall be interpreted in such a manner as to render it unenforceable under the laws of the state in which the Project resides.
Assignment - Neither party shall assign its rights, interests, or obligations under the Project without the express written consent of the other party.
Waiver of Rights - The failure of either party to enforce any provision of these terns and conditions shall not constitute a waiver of such provision nor
diminish the right of either parry to the remedies of such provision.
Warranty - HCE warrants that they will deliver products under the Project within the standard of care. HCE provides no other expressed or implied
warranty.
Severability - Any provision of these terms later held to violate any law shall be deemed void and all remaining provisions shall continue in force. In such
event, the Client and HCE will work in good faith to replace an invalid provision with one that is valid with as close to the original meaning as possible.
Survival - All provisions of these terns that allocate responsibility or liability between the Client and HCE shall survive the completion or termination of
services for the Project.
U
os
D Initials
DocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
UTHORIZED SIGNATURES AND BILLING INFORMATION
DATED: April 15, 2019
ACKNOWLEDGMENT OF COLLECTION PROCEDURE
HCE is a service company which relies on timely payments from our Clients to
maintain our quality and service that our Clients demand. Late payment
(payment made after 30days from the date of invoice) is considered a default of
this AGREEMENT. If a client is in default of the agreed payment terms, the
following collection procedure will be followed as shown below, at a minimum.
1. Failure to make any payment within 30 days from the date of the invoice. At
31 days, HCE will contact Client to discuss payment policy. If an acceptable
payment plan is not arranged, interest will begin to accrue.
2. Failure to make payment to HCE within 45 days from the date of the invoice.
Client will again be contacted. If there are any issues causing delay of payment, an
acceptable solution will need to be arranged. If an acceptable payment plan or
resolution has not been arranged, interest will continue to accrue.
3. Failure to make payment to HCE within 60 days from the date of the invoice.
Client will be notified that if payment is not received on overdue invoices, prior to
invoices reaching 75 days overdue, HCE will cease work on project and perform no
additional work until payment is resolved.
4. Negligence to resolve debt with the Accounts Receivable Department after 75
days will result in the stoppage of ALL work, including release or submittal of
project documents, until payment is received in full.
5. At 91 days, HCE will turn debt less than $15,000 owed by Client to a
Collection Agency. If the debt is over $15,000, HCE may file a lien on the
project. Client will be responsible for paying all collection fees associated with
the collection of the account. If the lien is forced to foreclosure/suit, the Client
will be responsible for all costs and attorney fees incurred.
Client acknowledges by signing this Agreement, that he/she has read the above
policy, and accepts the conditions.
Initials
Proposal No: 2191000.072
HIGH COUNTRY ENGINEERING, INC.
By: ,(�-�
Bill Baker, P.L.S. — Survey Department Manager
LL INFORMATION TO BE FILLED IN BELO
Eagle County Government (Client)
DocuSigned by:
By: 4t9 CI,"(I
Si �t�> 1,98424
TITLE: County Manager
GUARANTOR'S SIGNATURE
(Required Only if Owner of Property/Project is Not the
Signing Party)
DATED: 4/18/2019
"CLIENT BILLING NAME AND ADDRESS"
Jill Klosterman
Finance Director
PO Box 850
Eagle, CO 81631
Phone No. 970-328-3511
Fax No. 970-328-8787
Cell.
E -Mail. jill.klosterman@eaglecounty.us
DocuSign Envelope ID: 714208D0-91311-4A7E-A181-423691ACD943
CIVIL ENGINEERING 0 LAND SURVEYING
JANUARY 2017
SCHEDULE OF HOURLY RATES
Total project charges are based on hourly rates plus other direct job expenses as follows:
PERSONNEL CHARGES
Principal...........................................................................................................
$155.00
Senior Project Manager......................................................................................135.00
ProjectManager.................................................................................................120.00
ProjectEngineer.................................................................................................110.00
DesignEngineer...................................................................................................
95.00
JuniorEngineer....................................................................................................
65.00
FieldEngineer....................................................................................................110.00
FieldObserver......................................................................................................
95.00
Survey Department Manager.............................................................................135.00
SurveyManager.................................................................................................120.00
Survey Technician II..........................................................................................100.00
SurveyTechnician I............................................................................................. 75.00
One -Man Survey Crew..................................................................................... 115.00
Two -Man Survey Crew......................................................................................150.00
Clerical................................................................................................................. 60.00
ExpertTestimony............................................................................................... 290.00
* Overtime performed at the request of the client or requested by the client's schedule will be billed at
1.5 times these rates.
**Travel time for over 100 miles one-way, will be billed at half these rates.
REIMBURSABLE EXPENSES
Photocopies........................................................................................................................ $.25/ea
BlackLine Prints................................................................................................................. 5.00/ea
ColorPrints (24 x 36)....................................................................................................... 25.00/ea
MylarSepias..................................................................................................................... 20.00/ea
VehicleMileage....................................................................................................................60/mi
ATV/4WD/Snowmobiles................................................................................................125.00/day
Out of town living expenses, commercial carrier, vehicle and equipment rental, outside consultant fees, and
miscellaneous expenses will be charged at invoice cost plus 10%.
PAYMENT
Invoices will be processed once per month covering the periods of the 1st through the last day of each month.
Accounts are DUE WITHIN 30 DAYS OF INVOICE DATE. High Country Engineering, Inc. reserves the right to
discontinue work when an account becomes past due. Finance charges in the amount of 1.5% per month (18%
Annual Rate) will be assessed on all accounts not paid by the 31 st day after invoice date. Client/Owner agrees to
pay reasonable collection and attorney's fees in the event of nonpayment.
