HomeMy WebLinkAboutC02-292 William Payne and Associatest 0Z- ?6 *-m. AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES FOR EAGLE COUNTY, COLORADO EAGLE COUNTY AIRPORT CONTROL TOWER This Agreement Regarding Provision of Professional Services dated as ofke is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its 13oard of County Commissioners ("County"), and William E. Payne & Associates, Inc.. A. County plans to plan, design and construct an airport control tower at the Eagle County Airport. The County desires architectural and engineering services to prepare the planning and design documentation for the control tower and administration of the construction contracts. B. William E. Payne & Associates, Inc. is a corporation organized and authorized to do business in the State of Colorado, a principal of which is William E. Payne, whose expertise is in architecture and engineering and who is licensed to act as such in the State of Colorado. C. Ina Request for Proposal from County, William E. Payne & Associates, Inc. has submitted a Proposal dated October 22, 2002 (hereinafter referred to as "Request' and "Proposal" both of which are incorporated herein by reference) for performing the Work (defined in Exhibit A hereof) and represented that it has the expertise and personnel necessary to properly and timely perform the Work. A project schedule is attached as Exhibit B and incorporated herein by reference. D. William E. Payne & Associates, Inc. and County intend by this Agreement to set forth the Scope of the responsibilities of William E. Payne & Associates, Inc. in connection with the Work and related terms and conditions to govern the relationship between William E. Payne & Associates, Inc. and County in connection with the Work. AGREEMENT Therefore, based upon the foregoing premises and the representations by William E. Payne & Associates, Inc., for good and valuable consideration, including the promises set forth herein, the parties agree to the following: Scope of the Work: William E. Payne & Associates, Inc. shall provide all labor, materials and equipment necessary to perform and complete the work described in the Request and Proposal attached as Exhibit A. A. In the event of any conflict between the text of this Agreement document and Exhibit A attached hereto, the text of the Agreement document shall control. B. The Work shall comply with all applicable laws and regulations including, but not limited to, Americans With Disabilities Act, FAA regulations and orders and local building codes. Airport Control Tower Contract C. The Parties hereto recognize that the scope of the Work may change. When William E. Payne & Associates, Inc. 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, William E. Payne & Associates, Inc. shall within five (5) days advise County of such belief and shall also provide a statement of the maximum additional charges for such work. William E. Payne & Associates, Inc. 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. In addition to the foregoing services, the county may require additional services such as property surveys, descriptions of land, easements, re -design or major changes of the concept after final plans or concepts have been approved by the FAA. Payment to William E. Payne & Associates, Inc. for such work because of the change of scope of the project shall be negotiated at the time of the anticipated change and it shall be mutually agreed to by amendment to the contract. D. Specific Design Services for Compliance with FAA regulations 1. As requested, assist the County in the preparation of the Pre -application. Prepare the Program Sketch, Program Narrative, and Engineer's Estimate and assist the County with the required Statements and Notifications, the Environmental Documentation, and the State and Regional reviews as required. 2. Consult/coordinate with Airport users, FAA, Airport staff, City, County, and other involved parties; 3. Review, and revise as necessary, the airport drawings which provide the basis for the project design. 4. Prepare preliminary plans, specifications, contract documents, and cost estimates for the design to be approved by the County and the FAA; 5. Prepare and submit final plans, specifications, and contract documents for approval by the County and the FAA prior to advertising for bids; 6. Prepare a Design Engineer's Report, including estimates of final quantities and construction costs. The report will be submitted with the final plans and specifications to the County and the FAA; 7. Prepare or assist in the preparation of the Application for Federal Funds and the Property Map; 8. Provide complete sets of approved plans, specifications, and contract documents for the bidding of the project; 9. Arrange for and conduct Pre -bid Conference and job showing; 10. Assist with the bid opening and processing of bid documents and make recommendations to the County for award of contract; Airport Control Tower Contract 11. Coordinate soils and/or pavement testing and investigation of proposed construction areas as required for design. 12. Coordinate topographic surveys of proposed construction areas as required for design. All Work done hereunder shall be done by or under the direction and control of an Architect qualified to practice in the State of Colorado or an Engineer registered and licensed in the State of Colorado. All plans and documents shall be approved by and bear the stamp and signature of an Architect qualified to practice in the State of Colorado or bear the seal and signature of an Engineer registered and licensed in the State of Colorado. William E. Payne & Associates, Inc. shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all designs, plans, reports, specifications, drawings and other services rendered by William E. Payne & Associates, Inc. (including its subcontractors) and shall, without additional compensation, promptly remedy and correct any errors, omissions or other deficiencies which may occur for a period of one year following the conclusion of William E. Payne & Associates, Inc.'s work hereunder. Nothing herein is intended to or constitutes a representation by County that it will construct the proposed project or that it will do so at a particular time. E. Construction and Post -Construction Services: The Work defined in Section 1 hereof includes construction and post -construction services. During the Construction Phase, which shall commence upon execution of the Construction Contract by the County, William E. Payne & Associates, Inc. shall provide the following services: 1. William E. Payne & Associates, Inc. shall be a representative of the County during the Construction Phase and shall advise and consult with the County. William E. Payne & Associates, Inc. and the County's Representatives shall administer (review and approve) all schedule related requirements of the Construction Contract including, but not limited to: initial submittals, revisions and approval of an acceptable schedule; updating of the schedule; and submittal of all required back-up information pertaining to changes in the work or claims. William E. Payne & Associates, Inc. shall be responsible for scheduling, attending and chairing all meetings with the construction contractor, and the County's Representatives necessary for obtaining the construction contractor's compliance with the scheduling requirements of the Contract. All communications between the Construction Contractor and the County shall be forwarded through William E. Payne & Associates, Inc.. William E. Payne & Associates, Inc. shall comply with any Project administration and/or paperwork management procedures instituted by the County. 2. William E. Payne & Associates, Inc. shall be the interpreter of the Construction Contract Documents and the Judge of the performance thereunder by the Contractor. William E. Payne & Associates, Inc. shall render interpretations Airport Control Tower Contract -1�a� necessary for the proper execution or progress of the work with reasonable promptness on written request of either the County or the Contractor and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the County and the Contractor relating to the execution or progress of the work or the interpretation of the Contract Documents. Any such interpretation or decision by William E. Payne & Associates, Inc. shall be subject to review and final determination by the County in those instances deemed necessary by the County. In the event the determination of the County is contrary to the interpretation or decision of William E. Payne & Associates, Inc., William E. Payne & Associates, Inc. and the Contractor shall abide by the determination of the County, provided such determination is not in violation of any codes or the normal standard of professional care. 3. William E. Payne & Associates, Inc. shall at all times have access to the work wherever it is in preparation or progress. 4. William E. Payne & Associates, Inc. shall determine the amount owing to the Contractor based on its detailed observations of the work at the site, evaluations of the Contractor's Applications for Payment, and review of the schedule as currently updated, and shall issue Certificates for Payment in such amounts as provided in the Contract Documents. 5. The issuance of a Certificate for Payment shall constitute a representation by William E. Payne & Associates, Inc. to the County, based on William E. Payne & Associates, Inc.'s detailed observations and monitoring at the site, that the work has progressed to the point indicated; that, to the best of William E. Payne & Associates, Inc.'s knowledge, information and belief, the quality of the work is in accordance with the terms and conditions of the Contract Documents (subject to an evaluation of the work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that William E. Payne & Associates, Inc. has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the Contract Sum. 6. William E. Payne & Associates, Inc. shall have authority to reject work which does not conform to the Contract Documents, consisting of this Agreement and attachments. Whenever, in William E. Payne & Associates, Inc.'s reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, William E. Payne & Associates, Inc. will have authority to require special inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such work be then fabricated, installed or completed. However, neither William E. Payne & Associates, Inc.'s authority to act under this section, nor any decision made by it 4 Airport Control Tower Contract ^"4mo� in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of William E. Payne & Associates, Inc. to the Contractor, any subcontractor, any of their agents or employees, or any other person performing any of the work. William E. Payne & Associates, Inc. will not be responsible for and will not have control or charge of the Contractor's construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. 7. William E. Payne & Associates, Inc. shall prepare Change Orders for the County's approval and execution in accordance with the Contract Documents, and shall have authority to order, in writing, minor changes in the work not involving an adjustment to the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 8. William E. Payne & Associates, Inc. shall review and approve or take other appropriate action upon the Contractor's submittals made in conformance with schedules agreed upon by the County, Architect and Contractor in the Contract for Construction such as Shop Drawings, Product Data, and Samples, but only for conformance with the design concept of the work and for conformance with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. William E. Payne & Associates, Inc.'s approval of a specific item shall not indicate approval of an assembly of which the item is a component. 9. William E. Payne & Associates, Inc. shall become familiar with and observe and monitor the progress and quality of the work to determine if the work is proceeding in accordance with the Contract Documents and the Contractor's Project Schedule. William E. Payne & Associates, Inc. shall inform the County of the progress, quality and quantity of the work. William E. Payne & Associates, Inc. shall be responsible for advising the County of any observable faults, defects or non -conformities of which it has knowledge or it should reasonably have knowledge in the Project or observable non -conformities with the Contract Documents and shall give prompt written notice thereof to the County's Designated Representatives. 10. William E. Payne & Associates, Inc. shall, with the County's Designated Representatives, conduct inspections to determine the dates of substantial completion and final completion of the construction, but the County's Designated Representatives shall make the final determination regarding said dates. 11. Whenever necessary, William E. Payne & Associates, Inc. shall advise and consult with the County on: (1) Any aspect of the design, materials or construction work; (2) Any Change Order; (3) Interpretation of the Contract Documents; Airport Control Tower Contract (4) The necessity or advisability of performing special inspections or testing of the work; (5) Written warranties and related documents provided by the Contractor or required by the Contract Documents. 12. William E. Payne & Associates, Inc. shall provide full-time, on -site construction observation as an additional service if requested by the County. 13 During the Post -construction Phase, which shall commence on the date of final completion and end one year from that date, William E. Payne & Associates, Inc. shall provide the post -construction services specified in Exhibit B. 14. During the Construction and Post -construction phases, no design or specification contained in William E. Payne & Associates, Inc.'s final documents shall be changed or modified without first obtaining written approval of William E. Payne & Associates, Inc.. F. Specific Services for Compliance with FAA regulations 1. Arrange for and conduct Pre -Construction Conference. Provide complete resident engineering coordination of the construction work with sufficient qualified inspectors who shall be present during all construction operations, to observe that construction is accomplished in accordance with the plans and specifications. It is expressly understood that the term "engineering coordination" does not mean that William E. Payne & Associates, Inc. will assume any responsibility that usurps or replaces the duties and authority of a construction superintendent or other contractor agent charged with responsibility for the construction operation. William E. Payne & Associates, Inc., in carrying out his responsibilities for coordination, shall endeavor to guard the County against defects and deficiencies in the permanent work constructed by the Contractor, but does not guarantee the performance of the Contractor. The above does not in any way abrogate the responsibility of William E. Payne & Associates, Inc. as agent for the County to exercise technical competence, expertise, skill and judgement so that the Contractor's construction products are provided in accordance with the construction contract documents. William E. Payne & Associates, Inc. shall issue such instructions to the Contractor's Construction Superintendent as are necessary to protect the County's interest to the same extent as would the County himself, if he were present and equipped with the requisite knowledge, skill, competence, expertise, and judgement. 2. William E. Payne & Associates, Inc. shall provide sufficient surveys, observe and check surveys conducted by the Contractor, to assure construction is in accordance with the plans and specifications. 3. William E. Payne & Associates, Inc. shall conduct materials tests required by the FAA and/or observe and evaluate all such tests made by the Contractor in the field and in the laboratory as necessary in accordance with the plans and Airport Control Tower Contract specifications. Copies of all test reports will be furnished to the County and the FAA. Test results will be available on the day tests are taken. 4. William E. Payne & Associates, Inc. shall act as the County's agent during construction to protect the County's interest and shall have the authority to recommend to the County that the construction be stopped if not in accordance with the plans and specifications. William E. Payne & Associates, Inc. will furnish the County and the FAA a weekly construction progress and inspection report if requested. 5. William E. Payne & Associates, Inc. shall prepare all addition and deletion change orders and supplemental agreements as required. After acceptance of the Construction Contract by the Contractor, copies will be submitted to the County and the FAA for approval and signature before proceeding with the work. 6. William E. Payne & Associates, Inc. shall prepare periodic cost estimates during the construction of the project and shall prepare the final cost estimate when the work is completed. Periodic cost estimates shall be submitted regularly to the County for the concurrence and submittal to the FAA for Federal participation payment requests. 7. William E. Payne & Associates, Inc. shall review the submitted weekly contractors payrolls, check shop drawings, and construction submittal; and prepare and maintain necessary records of construction progress. 8. When the project has been completed and is ready for final acceptance, William E. Payne & Associates, Inc. shall arrange for inspection of the finished work by the FAA, the County, the Contractor, and William E. Payne & Associates, Inc., following which the final estimate for the work will be considered by the County. 9. Upon acceptance of the project, William E. Payne & Associates, Inc. shall prepare the "Record Drawings", including any field surveying required to compute final quantities, and the Construction Engineering Report, and shall provide the County and the FAA with one (1) set of reproducible "Record Drawings", and one (1) copy of the Construction Report. II. Construction Cost: William E. Payne & Associates, Inc. shall design the Project within a total estimated construction cost in the amount of One Million Eight Hundred Thousand Dollars ($1,800,000), assuming a construction period commencing in Spring 2003, and completion in Fall 2003. County may increase the cost of the work in its sole discretion after approving the Schematic Design and the parties may mutually agree to increase or decrease the cost of the work prior to the approval of the Schematic Design. If the lowest bona fide bid or negotiated proposal exceeds the cost of the work by more than ten percent (10%), County may (1) give written approval of an increase in such cost of the work, or (2) authorize rebidding or renegotiating of the Project within a reasonable time, or (3) abandon or terminate in accordance with Section 5, or (4) cooperate in revising the Project scope and quality as required to reduce the construction cost of the work to within the estimated cost of the work of construction provided herein or such Airport Control Tower Contract lesser amount as may be agreed to prior to soliciting bids or negotiated proposals. In the case of (4), William E. Payne & Associates, Inc., without additional charge, shall modify the drawings and specifications as necessary to comply with the cost of the work. M. William E. Payne & Associates, Inc.'s Professional Level of Care: William E. Payne & Associates, Inc. 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 William E. Payne & Associates, Inc.'s work shall not relieve William E. Payne & Associates, Inc. of any of its responsibilities. William E. Payne & Associates, Inc. shall perform the Work in accordance with the terms hereof and, to the extent that specifications for the provision of professional services are not set forth, shall perform such Work in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to architects, structural, electrical, mechanical and other engineers, and other professionals, as the case may be, with respect to similar work. IV. Time of Performance and Termination: A. William E. Payne & Associates, Inc. shall commence the Work within five (5) business days after the date of this Agreement. William E. Payne & Associates, Inc. shall complete the Work in accordance with the Project Schedule attached hereto as Exhibit C and incorporated herein by this reference, provided that completion dates for any one or more of the tasks identified in the Project Schedule may be extended by the County at its sole discretion. B. It is mutually agreed that time is of the essence in the successful completion of the Work and that such Work shall be performed diligently and without interruption at such rate of progress so as to accomplish completion within the Project Schedule. The completion dates as set forth in the Project Schedule include a reasonable time for the reviews and approvals required by this Agreement. Should William E. Payne & Associates, Inc. be unreasonably delayed by the failure of any person or entity to provide the required review or approval within such reasonable time, William E. Payne & Associates, Inc. shall be entitled to an appropriate extension of time after a written request for such extension has been submitted to and approved by County's designated representative in writing. No time extension will be granted without a determination that good cause exists for such extension. Should circumstances and events reasonably permit, William E. Payne & Associates, Inc. will complete the work prior to the cumulative times set forth above. C. County may terminate this Agreement, in whole or in part, for its convenience upon providing notice to William E. Payne & Associates, Inc.. 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 William E. Payne & Associates, Inc. complete particular portions of the Work on a time and reimbursable expenses basis. Upon termination William E. Payne & Associates, Inc. shall deliver to County all drawings, illustrations, text, data and other documents entirely or partially completed, together with all material supplied to William Airport Control Tower Contract �� 1114=� E. Payne & Associates, Inc. by County. Payment will be due within thirty (30) days after William E. Payne & Associates, Inc. has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. D. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to William E. Payne & Associates, Inc. for any Work done after December 31, 2002, 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.). In the event funds are not appropriated beyond 2002 clause 5b shall apply, although it is the County's intent to appropriate additional funds for work occurring beyond 2002. V. Compensation and Payment: In consideration of its performance of the Work, William E. Payne & Associates, Inc. shall be paid a fee of Two Hundred and Twenty Four Thousand and Three Hundred and Seventy Three dollars and seventy five cents, $224,373.75 (not including on -site construction observation, paragraph E.12.). This fee is the total amount payable to William E. Payne & Associates, Inc. for performance of the Work, including time and Direct Expenses. Direct Expenses are direct costs incurred in conjunction with the project, including, telephone, facsimile, postage, delivery fees, mileage reimbursement, vehicle rental, housing, meals, entertainment, photocopies, photo reductions, film processing, progress blue prints, check sets of construction documents including specifications at the end of each design phase (maximum b sets each) and miscellaneous and normal job material costs. the total payment for the Work, and for each task identified in the Proposed Fee and Cost schedule attached hereto as Exhibit A and incorporated herein by this reference shall not exceed the amounts set forth on Exhibit A. Services in addition to the Work, if any, shall be compensated in accordance with the rate schedules set forth in Exhibit A attached hereto and incorporated herein by this reference, whichever is applicable. Prior to performing any additional services to the Work, William E. Payne & Associates, Inc. shall submit an estimate of the probable cost and a maximum, "not -to - exceed" cost for the additional services based on those rate schedules. No additional services shall be performed prior to execution of a written amendment to this Agreement. Payments shall be made in accordance with the following: A. William E. Payne & Associates, Inc. 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, and shall describe the Work performed, including the percentage of completion William E. Payne & Associates, Inc. contends was accomplished during the month, and expenses incurred. Upon request, William E. Payne & Associates, Inc. shall provide County with such other supporting information as County may request. B. Progress invoices shall be made in conformance with William E. Payne & Associates, Inc.'s allocation of the fee among the classes of services set forth in its Proposal. 9 Airport Control Tower Contract 1*� C. William E. Payne & Associates, Inc.'s invoice shall be payable within thirty (30) days after submittal by William E. Payne & Associates, Inc. together with submission of any required clarification and documentation. D. William E. Payne & Associates, Inc. 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. VI. Project Management: William E. Payne is designated as William E. Payne & Associates, Inc.'s Project Director and Project Manager for the Work. The Director of Facilities Management 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. VII. 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 other than that of an independent contractor. William E. Payne & Associates, Inc. shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of William E. Payne & Associates, Inc. shall be, or shall be deemed to be, the employee, agent or servant of County, William E. Payne & Associates, Inc. shall be solely and entirely responsible for its acts and for the acts of William E. Payne & Associates, Inc.'s agents, employees, servants and subcontractors during the performance of this Agreement. VIII. Personnel: William E. Payne & Associates, Inc. understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of William E. Payne & Associates, Inc., and specifically William E. Payne. The County understands and accepts that William E. Payne & Associates, Inc. will subcontract portions of the Work as follows: (1) Architectural Review - Van Sant Group; (2) Mechanical, Electrical and Plumbing Engineering - Keenan Group, Inc.; (3) Electrical Engineering - Cory Electric; (4) Structural Engineering - Tatum & Associates; (5) Cost Estimating - William E. Payne & Associates, Inc.; (6) Specialty Equipment Consulting - William E. Payne & Associates; and (7) Airport Security Consulting - William E. Payne & Associates, Inc.. The tangible "deliverables" to be provided to County shall be completely reviewed by William E. Payne. This Agreement is conditioned upon the continuing direct personal involvement of the persons identified in this Section in the Work. Neither William E. Payne & Associates, Inc. nor its approved subcontractors may assign its interest in the Agreement or in their subcontract, including the assignment of any rights or delegation or subcontracting of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its reasonable discretion. Unless specifically stated to the contrary in any written 10 Airport Control Tower Contract 11*�' lvm� consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. IX. Ownership of Documents: County acknowledges that William E. Payne & Associates, Inc.'s (including its respective William E. Payne & Associates, Inc.'s) plans and specifications are instruments of professional service. However, William E. Payne & Associates, Inc.'s design, all plans, specifications and all other instruments of professional services pursuant to this Agreement, in any form, and regardless of stage of completion, shall be the sole and exclusive property of the County, whether or not the project is completed. William E. Payne & Associates, Inc. shall be permitted to retain copies of all such plans, specifications and other documents, but agrees not to use them for any other project. County agrees it will not use the plans, specifications and other documents for any other project or purpose other than for the project (including post -completion maintenance, reconstruction, expansion and remodeling) described in this Agreement. County shall have the sole and exclusive right to assign, sell, transfer or convey any or all of its right, title and interest in and to the design and all drawings, plans, specifications and any and all other work products produced by William E. Payne & Associates, Inc. pursuant to this Agreement, subject to the same use limitation. County waives any claims for damages and losses it may have against William E. Payne & Associates, Inc. which may arise out of any other use by County of the plans and specifications without the written authorization of William E. Payne & Associates, Inc.. X. Dispute Resolution: In the event of a dispute, William E. Payne & Associates, Inc. may not stop work and must continue to perform as set forth herein and as directed by the County until such time as a final determination of the dispute is made by court action, mediation, arbitration, or as otherwise agreed to by the parties. XI. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: A. kpe of Insurance B. Professional Liability C. Workers' Compensation Coverage Limits $1,000,000 minimum 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. William E. Payne & Associates, Inc. shall deliver certificates of required insurance to the County before commencing the Work. E. Before permitting any subcontractor to perform any work under this Agreement, William E. Payne & Associates, Inc. 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 herein above. M. Indemnification: William E. Payne & Associates, Inc. shall indemnify County for, and hold and defend County and its officials, boards, officers, principals and employees, harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of personal 11 Airport Control Tower Contract injury, property damage, and contractual claims, made by any third party in connection with the negligent, reckless or willful acts or omissions of, or representations by William E. Payne & Associates, Inc. in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of William E. Payne & Associates, Inc.. XIII. PATENTS - COPYRIGHTS: William E. Payne & Associates, Inc. agrees to protect, defend, and save harmless the County against any demand for payment for the use of any patented or copyrighted material, process, design, article or device that may enter into the work being performed by William E. Payne & Associates, Inc. under this Agreement. XIV. 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. William E. Payne & Associates, Inc.: Bill Payne William E. Payne & Associates, Inc 12150 E. Briarwood Avenue, Suite 120 Englewood, CO 80112 Tel 303-790-9019 Fax 303-790-9066 B. County: Richard Cunningham Director, Facilities Management Eagle County P.O. Box 850 Eagle, CO 81631 Tel 970-328-8880 Fax 970-328-8899 With a copy to: County Attorney's Office P.O. Box 850 Eagle, CO 81631 Fax 970-328-5219 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. D. This Agreement is managed by the Eagle County Facilities Management Department. Day-to-day issues and communications, not requiring formal, contractual notice, should be directed to that department. XV. Miscellaneous: 12 Airport Control Tower Contract A. William E. Payne & Associates, Inc. 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. William E. Payne & Associates, Inc. shall require all Washington Infrastructure Services, Inc's 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, with attachments, 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. No waiver of any breach or failure of either party to insist on strict performance of any one of the agreements, terms, conditions or covenants herein set forth, shall be deemed to imply or constitute a waiver of any other agreement term, condition, or covenant or the right thereafter to enforce any other default of such agreement. E. 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. F. Subject to the prohibitions against assignment and subcontracting above, 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. G. Any delay or failure of William E. Payne & Associates, Inc. in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God, strike or other labor dispute, fire, storm, flood, windstorm, discovery or uncovering of hazardous or toxic materials or historical artifacts at the project site, delays occasioned by the County's pre -construction approval or permitting activities, unusually severe weather, acts of terrorism, sabotage, embargo, energy shortage, wreck or delay in transportation, accidents in the handling or rigging of heavy equipment, explosion, riot, war, court injunction or order, delays by or acts or orders of any governmental body or changes in laws or governmental regulations, acts or omissions of the County or its other contractors or any other cause or causes beyond the reasonable control of William E. Payne & Associates, Inc., provided that prompt written notice of such delay or suspension be given by William E. Payne & Associates, Inc. to the County. Upon 13 Airport Control Tower Contract \%Www L00� receipt of said notice, if necessary, the time for performing shall be extended for a period of time reasonably necessary to overcome the effect of such delays. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first written above. See Page 14-A for Signatures ATTEST: Clerk to the Board of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS SEE Page 14-A for Signatures BY: Michael L. Gallagher, Chairman William E. Payne & Associates, Inc., A PROFESSIONAL CORPORATION M [PRINT NAME & TITLE] [PRINT NAME & TITLE] 14 Airport Control Tower Contract � u BOARD OF COUNTY COMMISSIONERS ATTES : ;1 r * By: 980" Clerk to the Board o h�ionPoo Michael L. Gallagher, Chairman County Commissioners William E. Payne & Associates, Inc., A PROFESSI NAL CORPORATIO By: William E. Payne, President 14 A Airport Control Tower Contract \ftw� \qw/ GENERAL PROVISIONS William E. Payne & Associates, Inc. further agrees that: 1. The County, the Federal Aviation Administration, and the Comptroller General of the United States or any of their designated representatives shall have access to any books, documents, papers and records of William E. Payne & Associates, Inc. which are directly pertinent to the grant program for the purpose of making audit examination, excerpts, and transcriptions. 2. William E. Payne & Associates, Inc. has formulated, adopted, and actively maintains an affirmative action plan in compliance with Executive Order No. 11246 entitled, "Equal Employment Opportunity." William E. Payne & Associates, Inc. does not discriminate on the basis of race, color, religion, creed, national origin, sex, or age. Goals and targets are specified in the affirmative action plan to assure its implementation. 3. All services performed shall be in conformance with any and all applicable rules and regulations of the Federal Aviation Administration. The County agrees that: l . The County shall make available to William E. Payne & Associates, Inc. all technical data, that is in the County's possession including maps, surveys, property descriptions, soil boring, and other information required by William E. Payne & Associates, Inc. in relation to his work. 2. The County agrees to cooperate with William E. Payne & Associates, Inc. in the approval of all plans and specifications, or should they disapprove of any part of said plans and specifications, shall make a timely decision in order that no undue expense will be caused William E. Payne & Associates, Inc. because of lack of decisions. If William E. Payne & Associates, Inc. is caused to incur other expenses such as extra drafting, due to changes ordered by the County after completion and approval of the plans and specifications, William E. Payne & Associates, Inc. shall be equitably paid for such extra expenses and services involved. 3. The County shall pay publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state or federal authorities; and shall secure the necessary land, easements, and rights of way required for the project. G:ICPROJECTIAirpoh\Tower Project\Contract for A-E services control tower.wpd 15 Airport Control Tower Contract Exhibit A EAGLE COUNTY AIRPORT SCOPE OF SERVICES NEW AIR TRAFFIC CONTROL TOWER PROJECT DESCRIPTION This Project consists of analysis, design and construction management to be performed under FAA guidelines for the siting and design of a new Air Traffic Control Tower (ATCT) for the Eagle County Regional Airport. Analysis of the site, design of the tower and construction management for the tower will be in accordance with applicable FAA requirements. The overall scope of this project will include an ATCT siting study, design of the facility including site improvements, and preparation of specifications and bid documents. The field engineering shall consist of on -site observation and construction administration activities at approximately 25% of the contract time, as requested by the Sponsor. The project will be completed in the following six phases: A) Preliminary Design Phase; B) Site Design; C) Air Traffic Control Tower Design; D) Contractor Selection and Negotiation; E) Construction Phase; and F) Post -Construction Phase. Actual topographical surveying and geotechnical investigation necessary for the project design are included. Items highlighted by bold print and underlining represent items either previously completed or to be accomplished by Washington Infrastructure Services, Inc. SERVICES A. Preliminary Design Phase 1. Preliminary meetings with the Sponsor and FAA. 2. Prepare Scope of Work and Contract. 3. Prepare the site plan, based on criteria established by the Sponsor, FAA and the Tower Line of Site Study, and design/topographic survey provided by Washington Infrastructure Services, Inc. 4. Prepare the utility plan to serve the ATCT. The utility plan will include, but not be limited to, water, sewer, electric, communications and airfield lighting controls for the ATCT. 5. Develop the parking and site access plan to serve the ATCT. B. Site Design Eagle County Regional Airport Air Traffic Control Tower Scope of Work October 22, 2002 1. Prepare Preliminary Plans. 2. Prepare Preliminary Technical Specifications. 3. Prepare Preliminary Special Provisions. 4. Prepare Phase III Drainage Study and Drainage Plans. 5. Prepare the final legal description for the ATCT parcel, based on Airport control and in the form required by Eagle County and the Eagle County Regional Airport Authority. 6. Plans Review and Project Review with Sponsor. 7. Prepare Engineer's Report. 8. Coordinate Phases for Construction. 9. On -Site Plans Review and Submission of Drawings/Specifications for Sponsor Review. 10. Prepare and Submit Final Plans and Specifications. 11. Prepare Certification of Engineering and Modification of Standards. C. Air Traffic Control Tower Design 1. Preliminary Design Concept a. Formulate Design Criteria 1) FAA Order 6480.7C, Airport Traffic Control Tower and Terminal Radar Approach Control Facility Design Guidelines 2) FAA Advisory Circular 90-93A, Operating Procedures for Airport Traffic Control Towers That Are Not Operated by, or Under Contract with the United States (Non -Federal). b. Data Collection c. Develop Preliminary Design Tower Drawings 1) Tower Shaft Layout 2) Tower Cab Layout d. Cost Effectiveness Analysis e. Approval of Preliminary Design 2. Design Phase a. Tower Development 1) Select Structural System 2) Structural Design to meet Local Code Requirements 3) Prepare Tower Plan Set 4) Fire Protection & Suppression 5) Mechanical Engineering a) Air Conditioning Design b) Plumbing Design 6) Electrical Engineering: a) Electrical Design Eagle County Regional Airport 2 Air Traffic Control Tower Scope of Work October 22, 2002 \%Moo� b) Tie to Emergency Power Distribution System b. Tower Equipment (including electronic systems in use by FAA for tower operations) c. FAR Part 77 Analysis — Review for compliance with Tower Line of Site Study d. Specification Documents e. Submittal of Design Drawings f. Modifications to Design Drawings, as required. g. Approval of Final Design Drawings h. Approval of Specifications D. Contractor Selection and Negotiation 1. Assist Sponsor in developing list of qualified contractors. 2. Provide plans and specifications to prospective contractors. 3. Assist Sponsor in selecting contractor and negotiating contract. 4. Attend negotiating meeting with Sponsor and selected contractor. E. Construction Phase 1. Assist Sponsor in preparation of contract documents. 2. Conduct pre -construction meeting. 3. Assist contractor with preparing and submitting permit applications. 4. Field Inspection/Coordination (5 days during construction period). 5. Resident Engineering (25% of contract time). 6. Review Material Submittal 7. Review Change Order Requests and Supplemental Agreements. 8. Review Contractor Payroll Forms, as required. 9. Review contractor -prepared Quantities, Cost Estimates, and daily project logs. 10. Review Contractor Pay Requests. 11. Conduct final inspection and prepare clean-up item list. F. Post -Construction Phase 1. Coordinate Final Surveys. 2. Compile/Submit Final Testing Summaries. 3. Summarize Project Costs. 4. Prepare Engineering Final Construction Report. 5. Prepare Record Drawings Based on Contractor As -Built Drawings 6. Assist with Project Audit, if required. ADDITIONAL SERVICES Eagle County Regional Airport 3 Air Traffic Control Tower Scope of Mork October 22, 2002 If requested by the Sponsor, William E. Payne & Associates, Inc. will perform services in addition to those defined under "Scope of Services" above on a time -and -materials basis in accordance with the fee schedule attached as Exhibit B. Eagle County Regional Airport Air Traffic Control Tower Scope of Work October 22, 2002 I. LABOR EXHIBIT B FEE SCHEDULE Principal $130.00 per hour Project Manager $115.00 per hour Senior Engineer $100.60 per hour Staff Engineer III $ 85.00 per hour Staff Engineer II $ 75.00 per hour Staff Engineer I $ 65.00 per hour Engineering Technician III $ 65.00 per hour Engineering Technician II $ 55.00 per hour Engineering Technician I $ 50.00 per hour Contract Administrator $ 90.00 per hour Administrative Assistant $ 50.00 per hour II. NON -LABOR (IN-HOUSE) Photocopies $ 0.25 per page Blackline Reproduction 24"x36" $ 1.50 each Plotter - Original 24"x36" $ 15.00 each Long Distance Phone Cost plus 15 percent Mileage $ 0.365 per mile Costs for out-of-pocket expenses such as travel, lodging, per diem, overnight deliveries, etc. will be billed at cost plus 15 percent. Communication Fee includes expenses such as faxes, cellular charges, email service fees, etc. III. SUB -CONTRACTORS: Costs for sub -contractor costs (e.g. mechanical, electrical, structural design, field surveying, material testing) will be billed at cost plus 10 percent. ABOVE FEES ARE EFFECTIVE FOR ONE YEAR FROM DATE OF EXECUTION OF THIS PROPOSAL. Eagle County Regional Airport Air Traffic Control Tower Scope of Work 5 October 22, 2002 EAGLE COUNTY REGIONAL AIRPORT Air Traffic Control Tower - Fee Estimate (Assumed Geometry - Tower Height 85' to 96' -Tower Shaft -2T X 27') PHASESITASKS PHASE 1 PHASE II PHASE III PHASE IV PHASE V Project Coordination ATCT Design Site Civil Dealon Contractor Selection and Ne itiatlon Services Durino Construction Post Construction Services TOTALS I. LABOR HourtL RATE HOURS COST 14OURI COST HOURS COST HOURS COST HOURS Cost HOURS COST HOURS COST PRINCIPAL $130.00 4 $520.00 8 $1 040.00 4 $520.00 1 $130.00 2 $260.00 1 $130.00 20 $2.600. ENGINEER V $115.00 16 $1 840.00 40 $4 600.00 16 $1,840.00 4 $460.00 16 $1 840.00 4 S460.00 38 $11 040 ENGINEER IV $100.00 40 4 000.00 250 25 000.00 32 $3 200.00 56 $5 600.00 216 21 600.00 16 $1 600.00 610 $61 000 ENGINEER 111 $85.00 60 $5100.00 136 $11 560.00 60 $5100.00 8 680.00 8 S660.00 0.00 272 S23120 ENGINEER 11 $75.00 $0.00 160 $12 000.00 40 $3 000.00 $0.00 40 3 000.00 0.00 240 $18 000 ENGINEER 1 $65.00 40 $2 600.00 0.00 160 10 400.00 $0.00 0.00 0.00 200 13 000 ENGINEERING TECH III 65.00 $0.00 360 $23 400.00 80 $5 200.00 0.00 20 1 300.00 24 1 560.00 484 31 460 ENGINEERING TECH 11 $55.00 $0.00 $0.00 0.00 $0.00 $0.00 $0.00 0 $0 ENGINEERING TECH 1 50.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 $0 CONTRACT ADMINISTRATOR .E. $90.00 $0.00 18 $1 440.00 0.00 $0.00 8 $720.00 $0.00 24 $2160 SURVEYOR $70.00 $0.00 $0.00 $0.00 0.00 $0.00 $0.00 0 $0 TECHNICIAN $40.00 $0.00 $0.00 0.00 0.00 $0.00 $0.00 0 0 ADMINISTRATIVE ASSISTANT $60.00 $0.00 40 $2 000.00 40 $2 000.00 24 $1 200.00 24 $1 200.00 10 $500.00 138 $6,900 CLERICAL 36.00 $0.00 $0.00 $0.00 $0.00 1 $0.00 $0.00 0 0 LABOR SUBTOTAL 160 $14,060.00 1,0 00 $81,040.00 432 $31,260.00 93 $6 070.00 334 1 $30,600.00 55$4,250.00 2,084 $169,280 $89,110.00 $34,850.00 II. NON -LABOR COST PER UNT UNRS COST Utara COST UN113 COST UNITS COST U0M COST Mrs COST UNITs COST Airfare: r.t. 1 950 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 $0 Auto Rental 1 $45 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 $0 Lo 1 $85 8 $680.00 4 $340.00 1 $85.00 1 $85.00 10 $850.00 2 $170 00 26 S2 210 Effipiovee Mileage $0.351 $0.00 1200 $420.00 600 $210.00 300 105.00 1500 $525.00 600 S210.00 4200 $1 470 FM Per Diem- d $65 12 $780.00 4 $260.00 3 $195.00 1 $65.00 10 $650.00 2 $130.00 32 $2080 Photocopies $0.25 50 $12.50 50 $12.50 50 $12.50 50 $12.50 75 $18.75 10 $2.50 285 $71 Reproduction - sladdlno (24"X36n $2.00 15 $30.00 250 $500.00 85 $130.00 $0.00 20 $40.00 20 $40.00 370 740 Long Distance - Telephone $2.50 25 $62.50 30 $75.00 10 $25.00 3 $7.50 60 $150.00 5 $12.50 133 $333 Plotter R $25 10 $250.00 120 $3.000.00 30 $750.00 $0.00 20 $500.00 10 $250.00 190 $4 750 Overnight Delivery $15 8 $120.00 2 $30.00 4 $60.00 2 S30.00 $0.00 $0.00 16 $240 Subcontractor - Architect 100 $0.00 60 $6 000.00 $O.W $0.00 $0.00 $0.00 60 $6,000 Subcontractor - Structural $16,000 $0.00 1 $18 000.00 $0.00 $0.00 0.20 $3,200.00 $0.00 1 $19 200 Subcontractor -Electrical $7,500 $0.00 1 $7 600.00 $0.00 $0.00 0.20 $1.6W.00 $0.00 1 $9,000 Subcontractor - M 6 P $7,500 $0.00 1 $7 500.00 $0.00 $0.00 0.20 $1 500.00 $0.00 1 $9,000 Subcontractor - Materials Testing $0.001 1 10.0010.00 $0.00 $0.00 $0.00 0 0 NON -LABOR SUBTOTAL 1 $1,935.001 1 $41.637.501 1 $1.467.501 1 $305.001 1 $8.933.75 $815.00 $55.094 TOTAL COST I $iS,995.001 $122,677.501 $32,727.501 $8.3751 $39,5341 5.065.001 $224,373.76 NOTE: The above Is an estimate of the labor and non -labor Items required to accomplish the tasks in the outlined *Scope of Services" dated 10/22/02. If changes occur due to unexpected conditions in the field or regulatory requirements, this cost estimate may have to be revised as necessary. The non -labor costs represent an estimate presented for budgetary purposes only. NOTES: (1) Estimated cost shown for reimbursable ex penes includes 10% markup. (2) Reproduction costs shown above are subject to change depending upon agency submittal requirements $132,520.00 Tower Design $128,110.00 Non -Labor $4,942.50 Ssb-Total $131.052.50 Construction Services $41,060.00 Non -labor $3,548.75 Sub -Total $44,598.75 $44,598.75 Design & Construction a $175,551.25 Project Coordination o $15,995.00 Ske Civil Design a s3$727.50 Grand Total c $224,373.75 10►23/02 f C� Eaglc_Fee_P%3As Exhibit B- EAGLE COUNTY REGIONAL AIRPORT CONTROL TOWER CONCEPTUAL SCHEDULE ID Task Name Duration 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 13rd Quarter 4th Q Apr I May Jun Jul Aug Sep Oct Nov I Dec I Jan IFebl Mar Apr I May I Jun I Jul Aug Sep I Oct 1 Site Selection, Design, Bid 203 days 5/22 7ry7 7M6 9/10 7118 31 i 1213 1 30' /1 1113 2128 1/25 4116 313 4125 3124 /24 3/25 918 2 WGI Site Study 2 mons 3 Submit FAA Form 7460 (Site Approval) 6 mons 4 SOQ Review by Eagle County 16 days 5 WGI/WEPANSG Tower Design 3 mons 6 Tower Design Review Period 1 mon 7 Eagle County coordinates with Gypsum 6 mons 8 Advertise/Award for Tower Builder 1.75 mons Airport Events 103 days Ski Season 103 days rMajor Construction 136 days Submittals 2 mons Break ground I day 16 Construction 6 mons Project: Eagle County Tower Design Date: Wed 10/23l02 Task Critical Task Progress Milestone Summary Rolled Up Task External Tasks ® Rolled Up Critical Task ® Project Summary Rolled U P Milestone Group By Summary Rolled Up Progress split . .,,.,.••.•.•. Page 1 u ,r "'STR_ Iif[J Q OriginaIs to. 2.L C ntract J. t; Copies to: 1. Accounting 3.